Common use of PROVISION OF INVESTMENT SUB-ADVISORY SERVICES Clause in Contracts

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 7 contracts

Samples: Investment Sub Advisory Agreement (Total Fund Solution), Investment Sub Advisory Agreement (Total Fund Solution), Investment Sub Advisory Agreement (Total Fund Solution)

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PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons affiliates thereof, as well as affiliated persons affiliates of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series), Investment Sub Advisory Agreement (Managed Portfolio Series), Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust), Investment Sub Advisory Agreement (Investment Managers Series Trust), Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the Fundamental policies, objectives investment objectives, and investment restrictions of the Fund, Funds as established by the Fund and the Adviser and set forth in the ProspectusesProspectus and the Investment Guidelines, and subject to the supervision of the Advisor and oversight of the Board, the Sub-Advisor shall manage the Allocated Portion. The Sub-Advisor shall be responsible to make all decisions to purchase and sell securities and other written guidelines or restrictionsinvestments for the Funds and to place all orders for the purchase and disposition of securities, financial instruments and other investments. The Sub-Advisor shall manage the Allocated Portion, in accordance with the Funds’ investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Funds’ assets allocated to the Allocated Portion pursuant to this Agreement if the Advisor deems such reallocation appropriate. (a) In providing the Services under this Agreement, the Sub-Advisor acknowledges that the Allocated Portion is subject to and should comply with: (i) this Agreement, the 1940 Act, and all other applicable federal laws and regulations, including rules and regulations adopted by the SEC and Subchapter M of the Internal Revenue Code of 1986 (as applicable to registered investment companies, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectusesdefined therein), as may be amended from time to time (collectively, Written GuidelinesRelevant Law) and the Trust Procedures.); (aii) The Subthe terms and conditions of all exemptive orders, no–action letters and any other form of regulatory relief granted by the SEC, CFTC or other regulatory authority to, or on behalf of, the Trust, including but not limited to relief granted in connection with the structure and operation of an “exchange-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment traded fund”; (iii) the Investment Guidelines of the Allocated Assets of each Fund. Without limiting Portion furnished pursuant to Section 4; (iv) the generality investment restrictions, objectives, strategies and policies set forth in the Prospectus; (v) the written instructions of the foregoing, Board as provided to the Sub-Adviser shall, with respect to Advisor; (vi) the Allocated Assets Trust’s Amended and Restated Declaration of each Fund: (i) obtain Trust and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and ProceduresBy-Laws, as each may be amended from time to time and as provided to the Sub-Adviser consistent with Section 1(aAdvisor; and (vii) of this Agreement; (iii) determine such specific written instructions as the securities Board or the Advisor may adopt and provide to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting Advisor. All documents, instructions and policies referenced in this Section 2(a), and procedures; (v) promptly issue settlement instructions any changes thereto, shall be provided reasonably in advance in writing to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser Advisor. The Advisor acknowledges and agrees, however, that ultimate responsibility for the Allocated Portion’s compliance with the Relevant Law, documents, instructions and policies referenced in this Section 2(a) lies with the Advisor. The Sub-Advisor shall deem necessary or appropriate, promptly notify the Advisor if it is unable to comply with any of the foregoing in its sole discretion, to carry out its duties under this Agreementthe provision of the Services. (b) The SubFor the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-Adviser shall also furnish to or place at 1(c)(3)(ii) and Rule 17a-10(a)(2) under the disposal of the Adviser and/or the Trust such information1940 Act, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser Advisor hereby agrees that: (i) with respect to the Services for the Allocated Portion, it will not consult with any other sub-advisor to the Funds, or with any sub-advisor that is principal underwriter for the Funds or an affiliated person of such principal underwriter; (ii) with respect to the Services for the Allocated Portion, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor to the Funds that is a principal underwriter to the Funds or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the discharge of its duties, as Funds shall be limited solely to the Adviser and/or Trust may, from time to time, reasonably requestAllocated Portion. (c) The Sub-Adviser agreesAdvisor shall monitor compliance of the Allocated Portion with the Investment Guidelines and the Prospectus (as applicable to the Allocated Portion) and shall report to Advisor promptly upon its determination that any transactions or holdings of the Allocated Portion may be in non-compliance of the Investment Guidelines or the Prospectus (as applicable to the Allocated Portion), regardless of whether the non-compliance was caused by instructions provided by the Sub-Advisor. To the extent that in performing its duties hereunderthe Sub-Advisor has actual knowledge of any such non-compliance, it will comply shall provide advice to and consult with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions Advisor to correct any such non-compliance of the Organic DocumentsInvestment Guidelines or Prospectus. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open Advisor must use reasonable efforts to inspection at all satisfy promptly any reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide instruction relating to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly Services being provided to the Fund copies of any such records upon the Fund’s requestAllocated Portion. (e) At The Sub-Advisor will, at its own expense: (i) advise the Advisor in connection with investment policy decisions to be made by the Sub-Advisor regarding the Allocated Portion; (ii) submit such reports or information as the Advisor or the Funds may reasonably request to assist the custodian, administrator or Funds accounting agent in its or their determination of the market value of securities held in the Funds. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees or an internal committee of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be reasonably made available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Adviser from time Advisor or custodian; and (c) upon the reasonable request of the Advisor or custodian, providing information to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased Advisor or the Trust’s Valuation Committee for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing servicespurposes of fair valuations. In the event The parties acknowledge that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for Advisor and the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant recordkeeping agent of the Funds may use different pricing vendors, which may result in valuation discrepancies discrepancies; (iii) to the extent applicable, prepare and maintain, or cause to be prepared and maintained, for the period required by Rule 31a-2 under the 1940 Act, all records required to be maintained by paragraphs (b)(5), (b)(6), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act, in each case relating solely to the Services being provided to the Allocated Portion pursuant to this Agreement. To the extent required by law, the books and records pertaining to the Allocated Portion, which are in possession of the Sub-Advisor, shall be the property of the Trust (although the foregoing will not prohibit the Sub-Advisor from maintain copies of all such records). The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives. For greater certainty, the Advisor acknowledges that it will not be given access to the Sub-Advisor’s electronic database, email system or internal working files; (iv) reasonably cooperate with the Funds’ independent public accountants and shall take reasonable action to make all reasonable information (as applicable to the Allocated Portion) in the event Sub-Advisor’s possession available to the accountants for the performance of such discrepancies, the valuation used accountants’ duties; (v) reasonably assist in the preparation of periodic reports by each Fund to calculate its net asset value shareholders and all reports and filings required to maintain the registration and qualification of the Funds’ shares, or to meet other regulatory or tax requirements applicable to the Funds, under federal and state securities and tax laws; provided, however, that the Sub-Advisor shall only be controllingresponsible for providing assistance with respect to the portions of such reports or filings that relate to the Allocated Portion. (fvi) From time furnish to time at the request Board such information as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 9 hereof; (vii) notify the Adviser, Advisor and the Trust of any change of control of the Sub-Adviser willAdvisor, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, of any changes to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(fkey personnel who are portfolio manager(s) of the Securities Exchange Act of 1934 (Allocated Portion and, to the “1934 Act”)extent reasonably practicable, to provide such notifications in time sufficiently prior to any such change to enable the Advisor and the Sub-Adviser shall be responsible for filing Trust to comply with any required reports on its behalf with applicable provisions of the SEC pursuant to Section 13(f) 1940 Act, and the rules and regulations thereunder., and any other applicable law, rule or regulation with respect to any such change; (hviii) To report to the extent Advisor prior to each meeting of the Board, all material developments in the Allocated Portion of which the Sub-Advisor is aware since the prior report, and, as reasonably requested by the Advisor, furnish the Board from time to time with such relevant background information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Allocated Portion holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Allocated Portion maintains investments, or otherwise; (ix) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Allocated Portion, in connection with (a) the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) upon the reasonable request of the Trust, certify periodically as to the adequacy of the Sub-Advisor’s compliance policies and procedures (“Sub-Advisor’s Compliance Program”) and the effectiveness of the implementation of the Sub-Advisor’s Compliance Program, as it relates to the Funds; (ii) reasonably cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Funds’ compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its chief compliance officer; (iv) upon reasonable request, providing the Trust’s chief compliance officer with periodic reports relating to the effectiveness of the implementation of the Sub-Advisor’s Compliance Program as it relates to the Allocated Portion; and (v) providing notice of any material compliance matters (as defined in Rule 38a-1(e)(2)) relating to the Sub-Advisor’s Compliance Program in respect of the Allocated Portion; and (x) attend regular business and investment related meetings with the Board and the Advisor, as reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities heldAdvisor, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actionsboth. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 3 contracts

Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (Lattice Strategies Trust), Investment Sub Advisory Agreement (Lattice Strategies Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdvisor, the Sub-Adviser shall, with respect to advisor shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesSeries’ investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Series’ Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedadvisor, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the TrustInternal Revenue Code of 1986, the Adviser and any appropriate regulatory authoritiesas amended. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from From time to time, the Sub-Adviser shall Advisor or the Series may provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided advisor with written copies of other investment policies, guidelines and restrictions applicable to the Sub-advisor’s management of the Allocated Portion, which shall become effective at such time as agreed upon by a pricing service for a security both parties. Subject to each of the foregoing sentences above, the Sub-advisor shall have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. In addition, the Sub-advisor will, at its own expense: (a) advise the Advisor and the Series in connection with investment policy decisions to be made by it has regarding the Series and, upon request, furnish the Advisor and the Series with research, economic and statistical data in connection with the Series’ investments and investment policies; (b) submit such reports and information as the Advisor or the Series may reasonably request to assist the Custodian and/or Accounting Agent in its determination of the market value of securities held in the Series; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Portfolio is materially inaccurateSeries; (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to the Series; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser agrees advisor, provide copies to the Advisor and the Series upon request, and promptly notify forward to the Adviser and/or Custodian copies of all brokerage or dealer confirmations received by the Fund. Sub-Adviser acknowledges advisor; (h) as soon as practicable following the end of each calendar month, provide the Advisor and the Series with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-advisor, a summary listing all investments attributable to transactions of the Sub-advisor that are held in the Allocated Portion as of the last day of the month, and such other information as the Advisor or the Series may reasonably request in connection with any accounting or marketing services that the Adviser, Advisor provides for the Series. The Advisor and the Series acknowledge that Sub-Adviser, each Fund, advisor and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustFund or the Advisor, the Sub-Adviser will use its best efforts to assist the Trust Chief Compliance Officer of the Fund in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: Fund or the Advisor with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-advisor in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations of the Sub-advisor’s compliance policies and procedures that occurred in connection with the provision of services to the Series, (c) a copy of the Sub-advisor’s annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) copies of any correspondence between the Sub-advisor and a regulatory agency in connection with regulatory examinations or proceedings, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser advisor to the effect that the policies and procedures of the Sub-Adviser advisor are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, “Series Procedures”) provided to the Sub-Adviser’s chief advisor by the Advisor or the Series and notify the Advisor as soon as reasonably practicable upon (a) detection of any breach of such Series Procedures or (b) determination that a Series Procedure conflicts with a procedure adopted by the Sub-advisor; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Advisor and the Series, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Advisor or the Fund any compliance officerquestionnaires or other inquiries submitted to the Sub-advisor in writing; (m) furnish to the Directors such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; (n) as reasonably requested by the Chief Compliance Officer Series, provide the Series with information and advice regarding assets in the Allocated Portion to assist the Series in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; appropriate pricing sources for such assets and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested pricing information provided by the Chief Compliance Officer of the Trust.Series’ pricing agents is reasonable; (io) Except file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (the “Exchange Act”), with respect to its duties as are set forth herein; (p) except as permitted by the Trust Series Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Series, all information in respect of the portfolio investments of each Fundthe Series, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Series, and any and all trades of portfolio securities or other transactions effected for the Fund Series (including past, pending and proposed trades).; and (jq) upon request, will review the Series’ Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-advisor, the manner in which the Sub-advisor manages the Series and information relating directly or indirectly to the Sub-advisor (the “Sub-advisor Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-advisor shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Series or its agent will provide timely information to the Sub-Adviser advisor regarding such matters as inflows to and outflows from each Fund the Series and the cash requirements of, and cash available for investment in each Fundin, the Series. The Adviser Series or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser advisor with copies of monthly accounting statements for each Fundthe Series, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser advisor to perform its responsibilities hereunder. (k) . The Adviser Advisor will be responsible for all class actions and lawsuits involving the Series or securities held, or formerly held, in the Allocated Assets of each FundSeries. The Sub-Adviser advisor is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fundthe Series, including those involving securities presently or formerly held in the Allocated Assets of a FundSeries, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser advisor involving issuers presently or formerly held in the Allocated Assets Portion of a Fundthe Series, the Sub-Adviser advisor shall promptly forward such notices to the Adviser Advisor and, with the consent of the AdviserAdvisor, may provide information about any Fund the Series to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Manning & Napier Fund, Inc.), Investment Sub Advisory Agreement (Manning & Napier Fund, Inc /Ny/)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Adviser or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion of the Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser’s written proxy voting policies , consistent with the applicable investment policies, guidelines and procedures; (v) promptly issue settlement restrictions, or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser or the Trust; (vi) evaluate Fund from time to time, and further subject to the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf plenary authority of the Fund’s Board of Trustees. Consistent with Exhibit A, as or unless otherwise directed in writing by the Adviser or the Fund, the Sub-Adviser shall deem necessary have full discretionary authority to manage the investment of the Allocated Portion of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, foreign exchange forwards, options, swaps, short-term investment vehicles and other property comprising or appropriaterelating to the Fund. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser and the Fund in its sole discretionconnection with investment policy decisions to be made by it regarding the Fund and, to carry out its duties under this Agreement.upon request, furnish the Adviser and the Fund with research, and statistical data in connection with the Fund’s investments and investment policies; (b) The Sub-submit such reports and information as the Adviser shall also furnish or the Fund may reasonably request to or place at assist the disposal Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Fund; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Fund; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser and/or or another agent of the Trust such informationFund, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern Time the following business day, provide the Custodian with trade files for each transaction effected for the Fund, provide copies to the Adviser and the Fund upon; (g) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Fund during the month, a summary listing all investments held in the Fund as of the Adviser from time to timelast day of the month, the Sub-Adviser shall provide pricing and valuation such other information with respect to particular securities it has purchased for each Fund if as the Adviser has determined or the Fund may reasonably request in connection with any accounting or marketing services that such pricing the Adviser provides for the Fund. The Adviser and valuation information is not otherwise reasonably available to it through standard pricing services. In the event Fund acknowledges that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies discrepancies; (h) absent specific instructions to the contrary provided to it by the Adviser or the Fund, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Fund in accordance with the event Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; The Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”). The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such discrepancies, other information required for the valuation used by each Fund to calculate its net asset value comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall be controlling. (f) From time supply updates of this record to time at the request Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Adviser shall provide the Adviser and the Fund with information regarding the policies and procedures that the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, uses to discuss general economic conditions, performance, investment strategy and other matters determine how to vote proxies relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser Allocated Portion. The Fund may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and request that the Sub-Adviser agree that only vote proxies for the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf Portion in accordance with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.Fund’s proxy voting policies; (hi) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (ij) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Series Portfolios Trust), Investment Sub Advisory Agreement (Series Portfolios Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with investment policy decisions to be purchasedmade by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or otherwise disposed similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian copies of all brokerage or dealer confirmations; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; and (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust), Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdvisor, the Sub-Adviser shall, with respect to adviser shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesSeries’ investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Series’ Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedadviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the TrustInternal Revenue Code of 1986, the Adviser and any appropriate regulatory authoritiesas amended. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from From time to time, the Sub-Adviser shall or the Fund may provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided adviser with written copies of other investment policies, guidelines and restrictions applicable to the Sub-adviser’s management of the Allocated Portion, which shall become effective at such time as agreed upon by a pricing service for a security both parties. Subject to each of the foregoing sentences above, the Sub-adviser shall have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. In addition, the Sub-adviser will, at its own expense: (a) advise the Advisor and the Series in connection with investment policy decisions to be made by it has regarding the Series and, upon request, furnish the Advisor and the Series with research, economic and statistical data in connection with the Series’ investments and investment policies; (b) submit such reports and information as the Advisor or the Series may reasonably request to assist the Custodian and/or Accounting Agent in its determination of the market value of securities held in the Series; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Portfolio is materially inaccurateSeries; (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to the Series; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser agrees adviser, provide copies to the Advisor and the Series upon request, and promptly notify forward to the Adviser and/or Custodian copies of all brokerage or dealer confirmations received by the Fund. Sub-Adviser acknowledges adviser; (h) as soon as practicable following the end of each calendar month, provide the Advisor and the Series with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-adviser, a summary listing all investments attributable to transactions of the Sub-adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Advisor or the Series may reasonably request in connection with any accounting or marketing services that the Adviser, Advisor provides for the Series. The Advisor and the Series acknowledge that Sub-Adviser, each Fund, adviser and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustFund or the Advisor, the Sub-Adviser will use its best efforts to assist the Trust Chief Compliance Officer of the Fund in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: Fund or the Advisor with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations of the Sub-adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) copies of any correspondence between the Sub-adviser and a regulatory agency in connection with regulatory examinations or proceedings, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser adviser to the effect that the policies and procedures of the Sub-Adviser adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, “Fund Procedures”) provided to the Sub-Adviser’s chief adviser by the Advisor or the Series and notify the Advisor as soon as reasonably practicable upon (a) detection of any breach of such Series Procedures or (b) determination that a Series Procedure conflicts with a procedure adopted by the Sub-adviser; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Advisor and the Series, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Advisor or the Fund any compliance officerquestionnaires or other inquiries submitted to the Sub-adviser in writing; (m) furnish to the Directors such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; (n) as reasonably requested by the Chief Compliance Officer Series, provide the Series with information and advice regarding assets in the Allocated Portion to assist the Series in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; appropriate pricing sources for such assets and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested pricing information provided by the Chief Compliance Officer of the Trust.Series’ pricing agents is reasonable; (io) Except file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (the “Exchange Act”), with respect to its duties as are set forth herein; (p) except as permitted by the Trust Series Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Series, all information in respect of the portfolio investments of each Fundthe Series, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Series, and any and all trades of portfolio securities or other transactions effected for the Fund Series (including past, pending and proposed trades).; and (jq) upon request, will review the Series’ Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-adviser, the manner in which the Sub-adviser manages the Series and information relating directly or indirectly to the Sub-adviser (the “Sub-adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Series or its agent will provide timely information to the Sub-Adviser adviser regarding such matters as inflows to and outflows from each Fund the Series and the cash requirements of, and cash available for investment in each Fundin, the Series. The Adviser Series or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser adviser with copies of monthly accounting statements for each Fundthe Series, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Series or securities held, or formerly held, in the Allocated Assets of each FundSeries. The Sub-Adviser adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fundthe Series, including those involving securities presently or formerly held in the Allocated Assets of a FundSeries, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser adviser involving issuers presently or formerly held in the Allocated Assets Portion of a Fundthe Series, the Sub-Adviser adviser shall promptly forward such notices to the Adviser Advisor and, with the consent of the AdviserAdvisor, may provide information about any Fund the Series to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Manning & Napier Fund, Inc.), Investment Sub Advisory Agreement (Manning & Napier Fund, Inc.)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Fund, with respect to the Allocated Portion, a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time Manager and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Manager or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Fund may provide the Sub-Adviser’s Adviser with written proxy voting policies copies of additional or amended investment policies, guidelines and procedures; (v) promptly issue settlement restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will manage the investment and reinvestment of the assets in the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Manager, consistent with the applicable investment policies, guidelines and restrictions, or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser Manager or the Trust; (vi) evaluate Fund from time to time, and further subject to the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf plenary authority of the Fund’s Board of Trustees. Consistent with Exhibit A, as or unless otherwise directed in writing by the Manager or the Fund, the Sub-Adviser shall deem necessary have full discretionary authority to manage the investment of the assets in the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, options, short-term investment vehicles and other property comprising or appropriaterelating to the Allocated Portion. For sake of clarity, in its sole discretion, to carry out its duties under this Agreement. (b) The it is understood by all parties that the Sub-Adviser shall also furnish not be responsible for any liability or losses resulting from actions taken pursuant to directions or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by instructions delivered to the Sub-Adviser in writing by the discharge Manager or the Fund (which shall be deemed to be the actions of the Manager and/or the Fund for all purposes hereunder). In addition, the Sub-Adviser will, at its dutiesown expense: (a) advise the Manager and the Fund in connection with investment policy decisions to be made by it regarding the Allocated Portion and, upon request, furnish the Manager and the Fund with research, economic and statistical data in connection with its management of the Allocated Portion; (b) submit such reports and information as the Adviser and/or Trust may, from time Manager or the Fund may reasonably request to time, reasonably request.assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the portfolio comprising the Allocated Portion; (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) place orders for purchases and sales of portfolio investments for the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents.Allocated Portion; (d) The give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Manager, to the extent not maintained by the Manager or another agent of the Fund and to the extent that the Sub-Adviser shall keep accurate and detailed has been notified in writing of the specific records concerning its services under this Agreement and all such records it shall be open required to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesmaintain. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, provided that the Sub-Adviser shall be entitled to retain copies of such records for its own internal compliance purposes; (f) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide pricing and valuation information the Custodian with respect to particular securities it has purchased copies of trade tickets for each transaction effected for the Allocated Portion, provide copies to the Manager and the Fund if upon request, and promptly forward to the Adviser has determined Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide the Manager and the Fund with written statements showing all transactions effected for the Allocated Portion during the month (to the extent that such pricing and valuation information is materials shall not otherwise reasonably already be available to it through standard pricing services. In the event Manager and the Fund), a summary listing all investments held in the Allocated Portion as of the last day of the month, and such other information related to the Allocated Portion as the Manager or the Fund may reasonably request in connection with any accounting or marketing services that the Manager provides for the Fund. The Manager and the Fund acknowledges that Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies discrepancies; (h) absent specific instructions to the contrary provided to it by the Manager or the Fund, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments included in the event of such discrepancies, Allocated Portion in accordance with the valuation used Sub-Adviser’s proxy voting policy as most recently provided to the Manager and approved by each Fund the Trust. The Manager hereby delegates to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser willthe Manager’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the Securities and Exchange Commission (“SEC”) under the Advisers Act. The Sub-Adviser shall maintain and preserve a record, at its own expense, in an easily-accessible place for a period of not less than three (i3) meet, either in person years (or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locationslonger, to discuss general economic conditionsthe extent required by law and directed by the Manager in writing), performanceof the Sub-Adviser’s voting procedures, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to of the Adviser Sub-Adviser’s actual votes, and such other persons as information required for the Fund to comply with any rules or regulations promulgated by the SEC under the Advisers Act. The Sub-Adviser may designateshall supply updates of this record to the Manager or any authorized representative of the Manager, including or to the BoardFund on a quarterly basis (or more frequently, on reasonable notice, discussing general economic conditions, performance, investment strategy if required by law). The Sub-Adviser shall provide the Manager and other matters relating to each Fund. (g) The Adviser the Fund with information regarding the policies and procedures that the Sub-Adviser agree uses to determine how to vote proxies relating to the Allocated Portion. The Fund may request that only the Sub-Adviser will exercise “investment discretion” over vote proxies for the Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf Portion in accordance with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.Fund’s proxy voting policies; (hi) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s as he or she may request for purposes of compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, as amended (the Federal Securities Laws1940 Act), ) including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , and (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iiib) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities LawsAdvisers Act; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.and (ij) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). , provided that the Sub-Adviser shall be permitted to make such disclosures as are required by applicable laws and regulations, and to respond to formal requests by any securities regulator or other applicable governmental or quasi-governmental authority (jSRO e.g.). In addition, and notwithstanding anything to the contrary herein, nothing herein shall be deemed to restrict the Sub-Adviser’s ability to manage other investment portfolios (other than as restricted by Section 8 of this Agreement) which may include investments in the same securities as the Allocated Portion. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser . Manager will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser Manager and, with the consent of the AdviserManager, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Professionally Managed Portfolios), Investment Sub Advisory Agreement (Professionally Managed Portfolios)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. 2.1 The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and provided to the Sub-Adviser in writing (the “Investment Guidelines”) as will be applicable to the Allocated Portion. The Investment Guidelines including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the “Strategies” and each, a “Strategy”) have been provided to the Sub-Adviser. The parties mutually agree and acknowledge that the Sub-Adviser’s ability to provide a continuing investment program consistent with the investment policies, objectives and restrictions of the Fund and with the Investment Guidelines is contingent upon their mutual and ongoing cooperation in complying with their respective obligations under this Agreement and as set forth in the Prospectuses, other written guidelines or restrictions, Investment Guidelines (as may be amended from time to time). From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and Sub-Adviser which guidelines further subject to the plenary authority of the Board of Trustees. It is acknowledged and restrictions shall not be inconsistent with agreed by the Prospectuses, as may be amended Parties to this Agreement that any amendment to the Investment Guidelines from time to time (“Written Guidelines”) as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement, and further that any termination of this Agreement shall be made in accordance solely with the Trust Proceduresprovisions of Section 8 of this Agreement. (a) The Sub-2.2 Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of or the Allocated Assets of each Fund. Without limiting the generality of the foregoingTrust, the Sub-Adviser shall, with respect shall have full discretionary authority to manage the investment of the Allocated Assets of each Fund: (i) obtain Portion, including the authority to purchase, sell, cover open positions, and evaluate such information generally to deal in securities, financial and advice commodity futures contracts, foreign exchange spot, forward and non-deliverable forward contracts, options, short-term investment vehicles and other property comprising or relating to the economyFund. 2.3 In addition, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(awill in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion: a. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter or more frequently as available during the term of this Agreement; , primarily via the Sub-Adviser’s proprietary investor relations online portal, or such other method of distributing Investment Reports as may be mutually agreed upon by the Adviser and Sub- Adviser, provided always that Investment Reports are provided or made available to the Adviser no more frequently and contain no more information than the reports available to other investors in the GSA strategy upon which the Strategy is based. b. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (iiithe “Administrator”) determine in its determination of the market value of securities held in the Allocated Portion; c. place orders for purchases and sales of portfolio investments for the Allocated Portion; d. maintain and preserve the records relating to its activities hereunder required by applicable law to be purchasedmaintained and preserved by the Adviser, sold to the extent not maintained by the Adviser or otherwise disposed another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; e. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Administrator and/or Custodian, as requested (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian and/or Administrator, as requested, copies of all brokerage or dealer confirmations; f. to the extent potential proxy voting rights attach to any investment or other property constituting the Allocated Portion, and absent specific instructions to the contrary provided to it by the Adviser or the Trust, and further subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, the Adviser’s discretionary authority to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish exercise voting rights with respect to or place at the disposal securities and investments of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesAllocated Portion. The Sub-Adviser shall provide maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the SEC in respect of the Fund. The Sub- Adviser shall use reasonable efforts to supply updates of this record to the Adviser copies or any authorized representative of any and all documentation relating the Adviser, or to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and it further agrees to surrender promptly to the Fund copies Securities Act of any such records upon 1933, as amended (the Fund’s request. (e) At “Securities Act”), Form N-PX under the request 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Trust or the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event may request that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased vote proxies for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or Allocated Portion in accordance with the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund ’s proxy voting policies; g. to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 38a-l under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-l, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (iv) direct access as such term is defined in Rule 38a-l); h. act in conformity with the Declaration of Trust, the Prospectus and SAI as currently issued and in force and provided by the Adviser to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; Adviser from time to time and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies all other applicable federal laws and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.regulations; (i) Except i. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades); j. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including providing broker contacts as needed for obtaining trade confirmations; and k. provide the Adviser, the Administrator and/or the Trust with trading data and related information as reasonably requested in order to carry out any regulatory reporting required as a result of the Sub-Adviser’s trading and investment activities of the Allocated Portion on behalf of the Fund. (j) 2.4 The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in, the Allocated Portion in each Funda format and manner as may be mutually agreed upon by the parties, and under terms as further specified in the Investment Guidelines. The Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub- Adviser, or arrange for the Trust to provide the Sub-Adviser Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) 2.5 The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, parties acknowledge that the Sub-Adviser shall promptly forward such notices not be responsible for arranging, meeting, or carrying out any and all regulatory reporting requirements applicable to the Adviser andFund, with the consent of Allocated Portion and/or the Adviser, may provide information about any Fund including without limitation and to third parties for purposes the extent applicable, those arising as a consequence of participating in any settlements relating to such class actions. the application of either the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3“Xxxx-1(c)(3)(ii), Rule 17a-10(a)(2Xxxxx”) and Rule 17e-1(d)(2Regulation (EU) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series No 648/2012 of the Trust for which the Adviser serves as investment adviser; European Parliament and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the FundCouncil of 4 July 2012 on OTC derivatives, central counterparties and shall notify Sub-Adviser promptly of any changes to such listtrade repositories (“EMIR”).

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust), Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons affiliates thereof, as well as affiliated persons affiliates of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series), Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Manager and provided to the Sub-Adviser in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the Manager or the Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will manage the investment recommendations for the Allocated Portion of the assets in the Fund, and perform the functions set forth in below, subject to the Prospectusesoverall supervision, other written direction, control and review of the Manager, consistent with the applicable investment policies, guidelines or and restrictions, as may be amended or any directions or instructions delivered to the Sub-Adviser in writing by the Manager or the Fund from time to time, agreed upon in writing by and further subject to the Adviser and plenary authority of the Fund’s Board of Trustees. The Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuseswill, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures.at its own expense: (a) The Sub-Adviser shall assume all investment duties provide the Manager with purchase and have full discretionary power sale recommendations and authority with respect security rankings (the “Recommendations”), in the form of model portfolios or otherwise as appropriate pursuant to investment strategies of the Allocated Assets of each Sub-Adviser specified in Exhibit A (the “Investment Strategies”). This information and/or data shall be provided to the Manager on a prompt basis, once available to the Sub-Adviser’s clients generally, to allow the Manager to effect on a timely basis purchases and sales plus portfolio weightings and asset allocations for the Fund. Without limiting the generality of the foregoingIn addition, the Sub-Adviser shallshall provide updated Recommendations when requested by the Manager if the Manager believes that market conditions require such updates. The Managing Advisor will, as Manager, provide the Sub-Adviser with respect written instructions concerning transmission of the Recommendations and other communications to the Allocated Assets Manager. In providing Research under this Agreement, the Sub-Adviser shall comply with all of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and ProceduresManaging Advisor’s reasonable operating requirements, as the same may be amended from time to time and provided communicated in writing by the Managing Advisor to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities from time to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement.time; (b) The Sub-Adviser shall also furnish render to or place at the disposal Manager written recommendations for each of the Adviser and/or Investment Strategies listed in Appendix A, based upon the Trust such information, evaluations, analyses and opinions formulated or obtained by information received from the Sub-Adviser in Manager regarding the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request.The Fund; (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the AdviserManager, the Sub-Adviser will, at its own expense, (i) will meet, either in person or via teleconference, with the Adviser Manager and with such other persons as the Adviser Manager may designate, including the Board, designate on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or the Program; (iid) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement, including records of all Recommendations made during its performance of this Agreement, and all such records shall be open to inspection at all reasonable times by the Manager or Fund and any appropriate regulatory authorities. The Sub-Adviser shall provide written materials to the Adviser Manager or Fund copies of any and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters all documentation relating to each Fund.the Recommendations upon reasonable request; (ge) At the request of the Manager from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has recommended for The Fund if the Manager has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services; (f) The Adviser Manager and the Sub-Adviser agree that only the Sub-Adviser Manager will exercise “investment discretion” over Allocated Assets The Fund within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)1934, and the Sub-Adviser Manager shall be responsible for filing any required reports on its it’s behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder.; (g) The Manager shall be responsible for taking action on behalf of clients for all matters in which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in The Fund, including, but not limited to, optional tender offers, Dutch auctions, and odd lot tender offers, in accordance with the Manager’s written proxy voting policies and procedures; (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, as amended (the Federal Securities Laws1940 Act), ) including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (i) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser . Manager will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser Manager and, with the consent of the AdviserManager, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Advisors Series Trust), Investment Sub Advisory Agreement (Advisors Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Sub- Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities securities, cash, instruments and other investments contained in the portfolio, including but not limited to, futures, forwards, options contracts, swaps and other derivative instruments, to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Sub- Adviser’s written proxy voting policies and proceduresprocedures with respect to such securities as have been determined by mutual agreement to be voted by the Sub-Adviser; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including for all orders determined to be made by the Sub-Adviser, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal federal, state and state foreign laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The All books and records prepared and maintained by the Sub-Adviser agrees that all records which it maintains for each the Adviser and/or the Fund are under this Agreement shall be the property of the Adviser and/or the Fund and it further agrees to and, upon request therefor, the Sub-Adviser shall surrender promptly to the Fund appropriate party such of the books and records so requested, however, the Sub-Adviser will be permitted to keep copies of any such books and records upon as required by the Fund’s requestAdvisers Act. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in in-person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Adviser and the Sub-Adviser shall mutually determine who shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably As requested by the TrustTrust and/or the Adviser, the Sub-Adviser will use its best efforts to assist the Trust appropriate party in connection with the Trust’s its compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer Officer(s) of the Trust and/or the Adviser with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer Officer(s) of the Trust; Trust and/or the Adviser (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Officer(s) of the TrustTrust and/or the Adviser. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each the Fund. The Adviser or each the Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: : (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Sub- Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series), Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion are incorporated in this Agreement; (iii) determine Agreement and attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Adviser or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, which shall become effective at such time as agreed upon by both parties and shall be incorporated at that time into Exhibit A. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser’s written proxy voting policies , consistent with the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and procedures; (v) promptly issue settlement instructions further subject to custodians designated the plenary authority of the Board of Trustees. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Allocated Portion; place orders for the execution of such transactions with respect to particular securities it has purchased for each Fund if the Adviser has determined that or through such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that broker dealers as the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased may select; give instructions to the custodian (the “Custodian”) concerning the delivery of securities and transfer of cash for the Portfolio is materially inaccurateAllocated Portion; and perform any other act to carry out its obligations under this Agreement. Notwithstanding the foregoing authorization, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in ’s power of attorney is limited to trading authority for the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request benefit of the AdviserAllocated Portion. In addition, the Sub-Adviser will, at its own expense, and in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: (ia) meet, either in person or via teleconference, with advise the Adviser and the Trust, from time to time as agreed among the Sub-Adviser, the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; (b) provide to the Adviser quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such other persons times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; (c) submit such reports and information as the Adviser or the Trust may designate, including reasonably request to assist the Board, on reasonable notice Fund’s Custodian in its determination of the market value of securities held in the Allocated Portion; (d) maintain and at reasonable times preserve the records relating to its activities hereunder required by applicable law to be maintained and locationspreserved by the Adviser, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the extent not maintained by the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) or another agent of the Securities Exchange Act of 1934 (the “1934 Act”)Trust, and the Sub-Adviser shall be responsible hereby agrees that all records which it maintains for filing the Fund in respect of the Allocation Portion are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any required reports on its behalf such records upon the Trust’s or Adviser’s request; (e) as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion, provide copies to the Adviser and the Trust upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (f) absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to the Sub-Adviser’s timely receipt of all necessary voting materials, vote all proxies with respect to investments of the Allocated Portion in accordance with the Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; the Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the SEC pursuant in respect of the Fund. The Sub-Adviser shall supply updates of this record to Section 13(f) the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and the rules Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and regulations thereunderForm N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide the Adviser and the Trust with information regarding the policies and procedures that the Sub-Adviser uses to determine how to vote proxies relating to the Allocated Portion. The Trust or the Adviser may request that the Sub-Adviser vote proxies for the Allocated Portion in accordance with the Fund’s proxy voting policies. (hg) To to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1); (h) that arose under act in conformity with the compliance policies Investment Guidelines and procedures the terms of this Agreement, and comply with applicable requirements of the Trust1940 Act, the Adviser and/or the Sub-Adviser in such detail Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as may be reasonably requested by the Chief Compliance Officer of the Trusteach is amended from time to time. (i) Except except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The , and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust), Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board of Trustees and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund’s investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The the “Code”). From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser’s management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. In addition, the Sub-Adviser will, at its own expense: (a) make available to the Adviser and the Fund at reasonable times its portfolio managers as mutually agreed to by the Adviser and the Sub-Adviser, either in person or by telephone, in order to review the investment policies and to consult with the Fund and Adviser regarding the Allocated Portion’s investment affairs, including economic, statistical, and investment matters relevant to the Sub-Adviser’s duties hereunder; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion; (c) furnish the Adviser or the Fund upon reasonable request with information regarding the investment strategies it employs, individual companies whose securities are included in the Allocated Portion, the industries in which they engage, the economic, social, or political conditions prevailing in each country in which the Allocated Portion is invested, or statistical and analytical information with respect to particular investments of the Allocated Portion; (d) employ professional portfolio managers and securities it has purchased analysts who provide research services to the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each Fund if transaction effected for the Allocated Portion by the Sub-Adviser, provide copies to the Adviser has determined that such pricing and valuation information is not otherwise reasonably available the Fund upon request, and promptly forward to it through standard pricing services. In the event that Custodian copies of all brokerage or dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Portfolio is materially inaccurate, Fund. The Adviser and the Fund acknowledge that Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations to the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) summaries of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings, and the Sub-Adviser will make a copy of any such correspondence available to the Adviser or the Trust; ’s Chief Compliance Officer to review and/or discuss with the Sub-Adviser, during normal business hours, at offices of the Sub-Adviser, and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all applicable policies and procedures adopted by the Board that are applicable to the Fund and any amendments to those procedures that are provided to the Sub-Adviser by the Adviser or the Fund (“Board Procedures”) and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Board Procedures or (b) determination that a Board Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; appropriate pricing sources for such assets and whether pricing information provided by the Fund’s pricing agents is reasonable; (vo) a completed quarterly informational questionnaire regarding file with the Sub-Adviser’s compliance program; SEC any report on Form 13F or Schedule 13G and (vi) quarterly certifications indicating whether there were Material Compliance Matters any amendments thereto, required by the Exchange Act (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trustbelow), the Adviser and/or the Sub-Adviser in such detail with respect to its duties as may be reasonably requested by the Chief Compliance Officer of the Trust.are set forth herein; (ip) Except except as permitted by the Trust Board Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that communicated by the Sub-Adviser to the Adviser in connection with the Board’s approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Sub- Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Sub- Adviser’s written proxy voting policies and proceduresprocedures with respect to such securities as have been determined by mutual agreement to be voted by the Sub- Adviser; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including for all orders determined to be made by the Sub-Adviser, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal federal, state and state foreign laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Adviser and the Sub-Adviser shall mutually determine who shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each the Fund. The Adviser or each the Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each the Fund. The Sub-Sub- Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: : (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Sub- Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund manage the Allocated Portion in a continuing and suitable investment program manner consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), have been provided to the Sub-Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with investment policy decisions to be purchasedmade by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or otherwise disposed similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request (provided that the Sub-Adviser may retain such copies of records as may be required pursuant to applicable law or regulation); g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, and provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian copies of all brokerage or dealer confirmations; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; and (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j. For the avoidance of doubt, in the event a portfolio investment is held in the Allocated Portion and in another fund(s) managed or sub-advised by the Sub-Adviser, Sub-Adviser may disclose the information solely in connection with such other fund or account and without referencing the portfolio investment of the Fund or the Allocated Portion. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectus (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each the Fund. The Adviser or each the Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each the Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), ) and Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Actand any other applicable rule or regulation under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list; it being understood that Adviser shall have responsibility for determining compliance with the affiliation provisions of Rule 17a-10 under the 1940 Act. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and proceduresprocedures with respect to such securities as have been determined by mutual agreement to be voted by the Sub-Adviser; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including for all orders determined to be made by the Sub-Adviser, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal federal, state and state foreign laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Adviser and the Sub-Adviser shall mutually determine who shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each the Fund. The Adviser or each the Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each the Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board of Trustees and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iiithose requirements applicable to regulated investment companies under Section 851(b)(3) the provisions of Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The the "Code"). From time to time, the Adviser or the Fund may provide the Sub-Adviser with written copies of other investment policies, guidelines and restrictions applicable to the Sub-Adviser's management of the Allocated Portion, which shall become effective at such time as agreed upon by both parties. Subject to each of the foregoing sentences above, the Sub-Adviser shall keep accurate have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and detailed records concerning generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. To the extent permitted by law, the Sub-Adviser may engage any of its affiliates to assist it with providing its services under this Agreement (including affiliates outside of the United States), provided that the Sub-Adviser will remain responsible and all such records shall be open to inspection at all reasonable times by liable for the Trustperformance of its obligations under the Agreement. In addition, the Sub-Adviser will, at its own expense: (a) furnish the Adviser with such information and any appropriate regulatory authoritiesreports regarding the Fund's investments as the Adviser shall reasonably request. The Sub-Adviser shall provide to the Adviser copies of any make its officers and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund; (b) provide reasonable assistance and information to the Adviser or the Fund in connection with the determination of the market value of securities held in the Fund; (c) employ professional portfolio managers and securities analysts who provide research services to the Fund; (d) place orders for purchases and sales of portfolio investments for the Allocated Portion; (e) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (f) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, provide copies to the Adviser and the Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations received by the Sub-Adviser; (g) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser shall provide pricing that are held in the Allocated Portion as of the last day of the month, and valuation such other information with respect to particular securities it has purchased for each Fund if as the Adviser has determined that such pricing and valuation information is not otherwise or the Fund may reasonably available to it through standard pricing services. In the event request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.; (h) To to the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any portfolio compliance issues or material violations of the Sub-Adviser's compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, and (iiid) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (i) direct access comply with all applicable policies and procedures adopted by the Board that are applicable to the Fund and any amendments to those procedures that are provided to the Sub-Adviser’s chief compliance officer, Adviser by the Adviser or the Fund (“Board Procedures”) and notify the Adviser as soon as reasonably requested practicable upon (a) detection of any material breach of such Board Procedures or (b) determination that a Board Procedure conflicts with a procedure adopted by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; ; (j) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and (vi) quarterly certifications indicating whether there were Material Compliance Matters the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent Access Persons (as that term is defined by in Rule 38a-117j-1) that arose under the compliance policies from violating its Code of Ethics; (k) promptly complete and procedures of the Trust, return to the Adviser and/or or the Trust any compliance questionnaires or other inquiries submitted to the Sub-Adviser in writing; (l) furnish to the Trustees such detail information as may reasonably be reasonably requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (m) file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Chief Compliance Officer of the Trust.Exchange Act (as defined below), with respect to its duties as are set forth herein; (in) Except except as permitted by the Trust Board Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jo) upon request, will review the Fund’s summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registration statements necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA, the NFA Rules, and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser Advisor will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser Advisor and set forth provided to the Sub-Advisor in the Prospectuseswriting. The current policies, other written guidelines or restrictions, objectives and restrictions are attached hereto as may be amended from Appendix A. From time to time, the Advisor or the Fund may provide the Sub-Advisor with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Proceduresboth parties. (a) The Sub-Adviser Advisor shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: Advisor shall (i) obtain and evaluate such information and advice relating to the economy, economy and securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets of the Fund in a manner consistent with the Prospectuses, Written Guidelines, investment objective and Procedurespolicies thereof as stated in the Fund's Prospectuses and Statements of Additional Information on file with the Securities and Exchange Commission, as the same may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreementtime; (iii) determine the securities to be purchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities held by the Fund and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and proceduresmanner it deems appropriate; (v) promptly issue settlement instructions to custodians designated by the Adviser Advisor or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser Advisor shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser Advisor shall also furnish to or place at the disposal of the Adviser Advisor and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser Advisor in the discharge of its duties, as the Adviser Advisor and/or the Trust may, from time to time, reasonably request. (c) The Sub-Adviser Advisor agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, as amended and the Advisers ActAct of 1940, the Commodity Exchange Act as amended, and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic DocumentsDeclaration of Trust and By-Laws of the Trust, as amended from time to time; and (iv) any applicable procedures adopted by the Trust or the Advisor, upon notification to the Sub-Advisor of the adoption of such procedures. (d) The Sub-Adviser Advisor shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser Advisor and any appropriate regulatory authorities. The Sub-Adviser Advisor shall provide to the Adviser Advisor copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (e) At the request of the Adviser Advisor from time to time, the Sub-Adviser Advisor shall provide pricing and valuation information with respect to particular securities it has purchased recommended for each the Fund if the Adviser Advisor has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser Advisor and the Sub-Adviser Advisor agree that only the Sub-Adviser Advisor will exercise “investment discretion” over Allocated Assets the Fund within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)1934, and the Sub-Adviser Advisor shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder.; (g) The Sub-Advisor shall be responsible for taking action on behalf of clients for all matters in which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in the Fund, including, but not limited to, optional tender offers, Dutch auctions, and odd lot tender offers, in accordance with the Advisor’s written proxy voting policies and procedures; (h) To the extent reasonably requested by the Trust, the Sub-Adviser Advisor will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: with (i) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Advisor in effect from time to time (including prompt notice of any material changes thereto); , (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser Advisor to the effect that the policies and procedures of the Sub-Adviser Advisor are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (i) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser Advisor will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser Advisor regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser Advisor with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser Advisor to perform its responsibilities hereunder. (k) . The Adviser Advisor will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser Advisor is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser Advisor involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser Advisor shall promptly forward such notices to the Adviser Advisor and, with the consent of the AdviserAdvisor, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Professionally Managed Portfolios)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) a. The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) b. The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) c. The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) d. The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) e. At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) f. From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) g. The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) h. To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.;

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Total Fund Solution)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. 2.1 The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and provided to the Sub-Adviser in writing (the “Investment Guidelines”) as will be applicable to the Allocated Portion. The Investment Guidelines including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy") have been provided to the Sub-Adviser. The parties mutually agree and acknowledge that the Sub-Adviser’s ability to provide a continuing investment program consistent with the investment policies, objectives and restrictions of the Fund and with the Investment Guidelines is contingent upon their mutual and ongoing cooperation in complying with their respective obligations under this Agreement and as set forth in the Prospectuses, other written guidelines or restrictions, the Investment Guidelines (as may be amended from time to time). From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the Parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement, and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement. 2.2 Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, foreign exchange spot, forward and non-deliverable forward contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. 2.3 In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion: a. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter or more frequently as available during the term of this Agreement, primarily via the Sub-Adviser’s proprietary investor relations online portal, or such other method of distributing Investment Reports as may be mutually agreed upon by the Adviser and Sub-Adviser, provided always that Investment Reports are provided or made available to the Adviser no more frequently and contain no more information than the reports available to other investors in the GSA strategy upon which guidelines the Strategy is based. b. submit such reports and restrictions shall not be inconsistent with information as the Prospectuses, as Adviser or the Trust may be amended from time reasonably request to time assist the Fund’s administrator (the Written GuidelinesAdministrator”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment in its determination of the market value of securities held in the Allocated Assets Portion; c. place orders for purchases and sales of each Fund. Without limiting portfolio investments for the generality Allocated Portion; d. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the foregoingTrust, and the Sub-Adviser shallhereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; e. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Administrator and/or Custodian, as requested (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such trade tickets to the Adviser and the Trust upon request, and promptly forward to the Custodian and/or Administrator, as requested, copies of all brokerage or dealer confirmations; f. to the extent potential proxy voting rights attach to any investment or other property constituting the Allocated Portion, and absent specific instructions to the contrary provided to it by the Adviser or the Trust, and further subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, the Adviser’s discretionary authority to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish exercise voting rights with respect to or place at the disposal securities and investments of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesAllocated Portion. The Sub-Adviser shall provide maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the Adviser copies SEC in respect of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are shall use reasonable efforts to supply updates of this record to the property Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and it further agrees to surrender promptly to the Fund copies Securities Act of any such records upon 1933, as amended (the Fund’s request. (e) At “Securities Act”), Form N-PX under the request 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Trust or the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event may request that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased vote proxies for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or Allocated Portion in accordance with the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund ’s proxy voting policies; g. to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (iv) direct access as such term is defined in Rule 38a-1); h. act in conformity with the Declaration of Trust, the Prospectus and SAI as currently issued and in force and provided by the Adviser to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; Adviser from time to time and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies all other applicable federal laws and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.regulations; (i) Except i. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades); j. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including providing broker contacts as needed for obtaining trade confirmations; and k. provide the Adviser, the Administrator and/or the Trust with trading data and related information as reasonably requested in order to carry out any regulatory reporting required as a result of the Sub-Adviser’s trading and investment activities of the Allocated Portion on behalf of the Fund. (j) 2.4 The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in, the Allocated Portion in each Funda format and manner as may be mutually agreed upon by the parties, and under terms as further specified in the Investment Guidelines. The Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) 2.5 The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, parties acknowledge that the Sub-Adviser shall promptly forward such notices not be responsible for arranging, meeting, or carrying out any and all regulatory reporting requirements applicable to the Adviser andFund, with the consent of Allocated Portion and/or the Adviser, may provide information about any Fund including without limitation and to third parties for purposes the extent applicable, those arising as a consequence of participating in any settlements relating to such class actions. the application of either the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3“Xxxx-1(c)(3)(ii), Rule 17a-10(a)(2Xxxxx”) and Rule 17e-1(d)(2Regulation (EU) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series No 648/2012 of the Trust for which the Adviser serves as investment adviser; European Parliament and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the FundCouncil of 4 July 2012 on OTC derivatives, central counterparties and shall notify Sub-Adviser promptly of any changes to such listtrade repositories (“EMIR”).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. 2.1 The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and provided to the Sub-Adviser in writing (the “Investment Guidelines”) as will be applicable to the Allocated Portion. The Investment Guidelines including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the “Strategies” and each, a “Strategy”) have been provided to the Sub-Adviser. The parties mutually agree and acknowledge that the Sub-Adviser’s ability to provide a continuing investment program consistent with the investment policies, objectives and restrictions of the Fund and with the Investment Guidelines is contingent upon their mutual and ongoing cooperation in complying with their respective obligations under this Agreement and as set forth in the Prospectuses, other written guidelines or restrictions, Investment Guidelines (as may be amended from time to time). From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and Sub-Adviser which guidelines further subject to the plenary authority of the Board of Trustees. It is acknowledged and restrictions shall not be inconsistent with agreed by the Prospectuses, as may be amended Parties to this Agreement that any amendment to the Investment Guidelines from time to time (“Written Guidelines”) as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement, and further that any termination of this Agreement shall be made in accordance solely with the Trust Proceduresprovisions of Section 8 of this Agreement. (a) The Sub-2.2 Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of or the Allocated Assets of each Fund. Without limiting the generality of the foregoingTrust, the Sub-Adviser shall, with respect shall have full discretionary authority to manage the investment of the Allocated Assets of each Fund: (i) obtain Portion, including the authority to purchase, sell, cover open positions, and evaluate such information generally to deal in securities, financial and advice commodity futures contracts, foreign exchange spot, forward and non-deliverable forward contracts, options, short-term investment vehicles and other property comprising or relating to the economyFund. 2.3 In addition, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(awill in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion: a. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter or more frequently as available during the term of this Agreement; , primarily via the Sub-Adviser’s proprietary investor relations online portal, or such other method of distributing Investment Reports as may be mutually agreed upon by the Adviser and Sub- Adviser, provided always that Investment Reports are provided or made available to the Adviser no more frequently and contain no more information than the reports available to other investors in the GSA strategy upon which the Strategy is based. b. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (iiithe “Administrator”) determine in its determination of the market value of securities held in the Allocated Portion; c. place orders for purchases and sales of portfolio investments for the Allocated Portion; d. maintain and preserve the records relating to its activities hereunder required by applicable law to be purchasedmaintained and preserved by the Adviser, sold to the extent not maintained by the Adviser or otherwise disposed another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; e. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Administrator and/or Custodian, as requested (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian and/or Administrator, as requested, copies of all brokerage or dealer confirmations; f. to the extent potential proxy voting rights attach to any investment or other property constituting the Allocated Portion, and absent specific instructions to the contrary provided to it by the Adviser or the Trust, and further subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, the Adviser’s discretionary authority to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish exercise voting rights with respect to or place at the disposal securities and investments of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesAllocated Portion. The Sub-Adviser shall provide maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the SEC in respect of the Fund. The Sub- Adviser shall use reasonable efforts to supply updates of this record to the Adviser copies or any authorized representative of any and all documentation relating the Adviser, or to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and it further agrees to surrender promptly to the Fund copies Securities Act of any such records upon 1933, as amended (the Fund’s request. (e) At 4 “Securities Act”), Form N-PX under the request 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Trust or the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event may request that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased vote proxies for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or Allocated Portion in accordance with the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund ’s proxy voting policies; g. to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 38a-l under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-l, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (iv) direct access as such term is defined in Rule 38a-l); h. act in conformity with the Declaration of Trust, the Prospectus and SAI as currently issued and in force and provided by the Adviser to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; Adviser from time to time and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies all other applicable federal laws and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.regulations; (i) Except i. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades); j. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including providing broker contacts as needed for obtaining trade confirmations; and k. provide the Adviser, the Administrator and/or the Trust with trading data and related information as reasonably requested in order to carry out any regulatory reporting required as a result of the Sub-Adviser’s trading and investment activities of the Allocated Portion on behalf of the Fund. (j) 2.4 The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in, the Allocated Portion in each Funda format and manner as may be mutually agreed upon by the parties, and under terms as further specified in the Investment Guidelines. The Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub- Adviser, or arrange for the Trust to provide the Sub-Adviser Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) 2.5 The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, parties acknowledge that the Sub-Adviser shall promptly forward such notices not be responsible for arranging, meeting, or carrying out any and all regulatory reporting requirements applicable to the Adviser andFund, with the consent of Allocated Portion and/or the Adviser, may provide information about any Fund including without limitation and to third parties for purposes the extent applicable, those arising as a consequence of participating in any settlements relating to such class actions. the application of either the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3“Xxxx-1(c)(3)(ii), Rule 17a-10(a)(2Xxxxx”) and Rule 17e-1(d)(2Regulation (EU) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series No 648/2012 of the Trust for which the Adviser serves as investment adviser; European Parliament and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the FundCouncil of 4 July 2012 on OTC derivatives, central counterparties and shall notify Sub-Adviser promptly of any changes to such listtrade repositories (“EMIR”).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by stated in the Fund Prospectus and SAI, and the Adviser and set forth in the Prospectuses, other written guidelines or restrictionsDeclaration of Trust, as may be amended from time to time, agreed upon in writing and pursuant to investment guidelines established by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) Trust and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, which shall become effective at such time as agreed upon by both parties and shall be incorporated at that time into Exhibit A. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(athe applicable investment guidelines and the investment policies, objectives and restrictions of the Fund as stated in its Prospectus or SAI and the Declaration of Trust, or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: (a) advise the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; (b) provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement; , within fifteen (iii15) determine business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; (c) submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian” in its determination of the market value of securities held in the Allocated Portion; (d) place orders for purchases and sales of portfolio investments for the Allocated Portion; (e) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion;; (f) maintain and preserve the records relating to its activities hereunder required by applicable law to be purchasedmaintained and preserved by the Adviser, sold to the extent not maintained by the Adviser or otherwise disposed another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; (g) as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; promptly forward to the Custodian copies of all brokerage or dealer confirmations; (ivh) absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”, Form N-PX under the 1940 Act and Form N-CSR under the Sxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, vote proxies for the Allocated Portion in accordance with the Fund’ proxy voting policies; (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection “CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).; (j) The Adviser or its agent will provide timely information to act in conformity with the Sub-Adviser regarding such matters as inflows Declaration of Trust, the Prospectus and SAI and conform to and outflows from each Fund and the cash comply with applicable requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or Internal Revenue Code of 1986 and all other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; applicable federal laws and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereofregulations, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes each is amended from time to such listtime.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, the Written GuidelinesGuidelines which have been tailored so that the Sub-Adviser’s investment performance with respect to the Allocated Assets of the Fund closely mirrors the performance of the Titan Txxxxx model portfolio with minimal tracking error and dispersion, and the Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine the securities to , and further that any termination of this Agreement shall be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities made in accordance solely with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased for each Fund if the Adviser has determined that such pricing deal in securities, financial and valuation information is not otherwise reasonably available commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the AdviserIn addition, the Sub-Adviser will, at its own expense, and in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: (ia) meet, either in person or via teleconference, with advise the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Fund; (b) provide to the Adviser quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such other persons times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; (c) submit such reports and information as the Adviser or the Trust may designate, including reasonably request to assist the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 ’s custodian (the “1934 ActCustodian)) in its determination of the market value of securities held in the Allocated Portion; (d) place orders for purchases and sales of portfolio investments for the Allocated Portion; (e) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the Sub-Adviser shall be responsible hereby agrees that all records which it maintains for filing the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any required reports on its behalf such records upon the Trust’s or Adviser’s request; (g) as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the SEC pursuant Allocated Portion, provide copies to Section 13(f) the Adviser and the rules Trust upon request, and regulations thereunder.promptly forward to the Custodian copies of all brokerage or dealer confirmations; (h) To absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Allocated Portion in accordance with the Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; the Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the SEC in respect of the Fund. The Sub-Adviser shall supply updates of this record to the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide the Adviser and the Trust with information regarding the policies and procedures that the Sub-Adviser uses to determine how to vote proxies relating to the Allocated Portion. The Trust or the Adviser may request that the Sub-Adviser vote proxies for the Allocated Portion in accordance with the Fund’s proxy voting policies; (i) to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1); (j) that arose under act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time. (ik) Except except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Allocated Portion of the Fund, and any and all trades of portfolio securities or other transactions effected for the Allocated Portion of the Fund (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The , and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund’s investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. (d) The Internal Revenue Code of 1986, as amended. From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser’s management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser and the Fund authorize and empower the Sub-Adviser to execute for each the Fund if as the Adviser has determined that such pricing Fund’s agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all other agreements, contracts, and other documentation that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Portfolio is materially inaccurateAllocated Portion. In addition, the Sub-Adviser agrees to promptly notify will, at its own expense: (a) advise the Adviser and/or and the Fund in connection with investment policy decisions to be made by it regarding the Fund and, upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund. ’s investments and investment policies that are not subject to third party restrictions to disclose under any license agreements that the Sub-Adviser acknowledges is bound by; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Fund; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the AdviserFund; (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Fund upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations of the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) copies or summaries of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, the “Fund Procedures”) provided to the Sub-Adviser by the Adviser or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in (i) determining the appropriate valuations of such assets, the Trustappropriate pricing sources for such assets, and whether pricing information provided by the Fund’s pricing agents is reasonable; (vii) a completed quarterly informational questionnaire regarding determining the Sub-Adviserappropriate liquidity classifications of such assets and whether liquidity information provided by the Fund’s compliance programliquidity classification agents is reasonable; and (viiii) quarterly certifications indicating whether there were Material Compliance Matters risk identification, risk assessment, and monitoring of risk guidelines with respect to the Fund’s derivatives risk management program; (as that term is defined by Rule 38a-1o) that arose under file with the compliance policies SEC any report on Form 13F or Schedule 13G and procedures of the Trustany amendments thereto, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested required by the Chief Compliance Officer Securities Exchange Act of 1934 (the Trust.“Exchange Act), with respect to its duties as are set forth herein; (ip) Except except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding Section 19 of this Agreement, the approval in writing by the Sub-Adviser of the Disclosure Documents and Sub-Adviser Disclosure may be provided via electronic mail. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser Adviser, in conjunction with the Adviser, will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser Adviser, in conjunction with the Adviser, shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each FundFund Assets. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Fund Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (viv) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (viivi) take such further action, including including, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser Advisor will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser Advisor and set forth provided to the Sub-Advisor in the Prospectuseswriting. The current policies, other written guidelines or restrictions, objectives and restrictions are attached hereto as may be amended from Appendix A. From time to time, the Advisor or the Fund may provide the Sub-Advisor with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Proceduresboth parties. (a) The Sub-Adviser Advisor shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: Advisor shall (i) obtain and evaluate such information and advice relating to the economy, economy and securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets of the Fund in a manner consistent with the Prospectuses, Written Guidelines, investment objective and Procedurespolicies thereof as stated in the Fund's Prospectuses and Statements of Additional Information on file with the Securities and Exchange Commission, as the same may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreementtime; (iii) determine the securities to be purchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities held by the Fund and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and proceduresmanner it deems appropriate; (v) promptly issue settlement instructions to custodians designated by the Adviser Advisor or the Trust; and (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser Advisor shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser Advisor shall also furnish to or place at the disposal of the Adviser Advisor and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser Advisor in the discharge of its duties, as the Adviser Advisor and/or the Trust may, from time to time, reasonably request. (c) The Sub-Adviser Advisor agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, as amended and the Advisers ActAct of 1940, the Commodity Exchange Act as amended, and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic DocumentsDeclaration of Trust and By-Laws of the Trust, as amended from time to time; and (iv) any applicable procedures adopted by the Trust or the Advisor, within a reasonable period of time after notification to the Sub-Advisor of the adoption of such procedures. (d) The Sub-Adviser Advisor shall keep accurate and detailed records concerning its services under this Agreement as required by applicable law and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser Advisor and any appropriate regulatory authorities. The Sub-Adviser Advisor shall provide to the Adviser Advisor copies of any and all documentation required by applicable law relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (e) At the request of the Adviser Advisor from time to time, the Sub-Adviser Advisor shall provide pricing and valuation information with respect to particular securities it has purchased recommended for each the Fund if the Adviser Advisor has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser Advisor and the Sub-Adviser Advisor agree that only the Sub-Adviser Advisor will exercise “investment discretion” over Allocated Assets the Fund within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)1934, and the Sub-Adviser Advisor shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder.; (g) The Sub-Advisor shall be responsible for taking action on behalf of the Fund for all matters in which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in the Fund, including, but not limited to, optional tender offers, Dutch auctions, and odd lot tender offers, in accordance with the Sub-Advisor’s written proxy voting policies and procedures; (h) To the extent reasonably requested by the Trust, the Sub-Adviser Advisor will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: with (i) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Advisor in effect from time to time (including prompt notice of any material changes thereto); , (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser Advisor to the effect that the policies and procedures of the Sub-Adviser Advisor are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (i) Except as permitted by the Trust ProceduresTrust’s policies and procedures and except as required to perform services hereunder, the Sub-Adviser Advisor will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser foregoing shall not apply to any information that is public when provided or thereafter becomes public through no wrongful act of the Sub-Advisor or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over the Sub-Advisor by any auditor of the Sub-Advisor by judicial or administration process or otherwise by applicable laws, rules or regulations. The Fund or its agent will provide timely information to the Sub-Adviser Advisor regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser Advisor with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser Advisor to perform its responsibilities hereunder. (k) . The Adviser Advisor will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser Advisor is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser Advisor involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser Advisor shall promptly forward such notices to the Adviser Advisor and, with the consent of the AdviserAdvisor, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Professionally Managed Portfolios)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and proceduresprocedures with respect to such securities as have been determined by mutual agreement to be voted by the Sub-Adviser; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including for all orders determined to be made by the Sub-Adviser, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal federal, state and state foreign laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Adviser and the Sub-Adviser shall mutually determine who shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each the Fund. The Adviser or each the Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each the Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub- Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with investment policy decisions to be purchasedmade by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or otherwise disposed similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian copies of all brokerage or dealer confirmations; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the SEC in respect of the Fund. The Sub- Adviser shall supply updates of this record to the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the discharge Trust to complete proxy voting information in respect of its dutiesthe Fund as required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the Adviser and/or Trust may“Securities Act”), from time to time, reasonably request. (c) The SubForm N-Adviser agrees, that in performing its duties hereunder, it will comply with (i) PX under the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulationsForm N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trustas amended, the Adviser and any appropriate regulatory authoritiesrespectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; and (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Sub- Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Sub- Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Assets a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, and in other written guidelines or restrictions, as may be amended from time to time, that are agreed upon in writing by the Adviser and Sub-Adviser Adviser, which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling, and Sub-Adviser shall have no liability therefor. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunderthereunder in respect of the Allocated Assets only. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)0000 Xxx) to the extent relating to the Sub-Adviser’s services under this Agreement, including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, or as agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) Sub-Adviser is engaged to direct the purchase and sale of foreign exchange spot and forward transactions, along with transactions in other foreign exchange instruments (the “Currency Transactions”), and to direct the purchase and sale of securities, cash and cash equivalents, with respect to the Allocated Assets. The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets markets, foreign exchange markets, currencies and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, the Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities and currencies (and the type of instrument in which to gain exposure to those currencies) to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate consider the credit worthiness of any securities dealers, counterparties, banks and other entities with which the Fund may engage in repurchase agreements or Currency Transactions involving the Allocated Assets and monitor the status of such agreementsagreements and Currency Transactions; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders orders, and the effecting of Transactions on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records records, while having the right to keep the original, upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide its best estimate of the pricing and valuation information with respect to particular Currency Transactions it has effected and securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular asset held in the Allocated Assets, although the pricing of any asset held by the Fund is the ultimate responsibility of the Board. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a Currency Transaction it has effected or security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser Adviser, relating to the services provided pursuant to this Agreement, in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades); except that Sub-Adviser may use the same information to service its other customers, provided that Sub-Adviser will not disclose any information regarding the Fund or this Agreement to any of its other customers. (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of Portion in accordance with each Fund: (i) obtain and evaluate such information and advice relating to the economy's investment objective, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelinespolicies, and Proceduresrestrictions as provided in each Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, applicable provisions of the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The the “Code”). From time to time, the Adviser or the Funds may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser's management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser and the Funds authorize and empower the Sub-Adviser to execute for each Fund if the Adviser has determined that such pricing Funds as the Funds' agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all other agreements, contracts and other documentation that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Portfolio is materially inaccurateAllocated Portion. With respect to Sub-Adviser’s responsibility for monitoring each Allocated Portion’s compliance with the terms of this Agreement, the Sub-Adviser agrees to promptly notify shall perform such compliance monitoring based upon its own internal books and records of each Allocated Portion and such books and records and such instructions, if any, that are provided by the Adviser and/or Funds or the FundAdviser. For the avoidance of doubt, the Sub-Adviser acknowledges shall not be responsible hereunder for any portion of a Fund other than the Allocated Portion. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser and the Funds in connection with investment policy decisions to be made by it regarding the Funds and, upon request, furnish the Adviser and the Funds with research, economic and statistical data in connection with each Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Funds may reasonably request to assist the Custodian in its determination of the market value of securities held in the Funds; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the AdviserFunds; (d) employ professional portfolio managers and securities analysts who provide research services to the Funds; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Funds upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Funds with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Funds may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Funds. The Adviser and the Funds acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies or a current summary of the compliance policies and procedures of the Sub-Adviser in effect from time to time that are designed to prevent violations of the “Federal Securities Laws” (as such term is defined in Rule 38a-1 under the 1000 Xxx) by the Sub-Adviser in connection with its services to the Funds (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations to the Sub-Adviser's compliance policies and procedures that occurred in connection with the provision of services to the Funds, (c) a copy of the Sub-Adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) subject to Section 14 of this Agreement, summaries of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings and the Sub-Adviser will make a copy of any such correspondence available to the Adviser or the Trust; ’s Chief Compliance Officer to review with the Sub-Adviser during normal business hours at the offices of the Sub-Adviser, and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all applicable policies and procedures adopted by the Board that are applicable to the Funds and any amendments to those procedures that are provided to the Sub-Adviser by the Adviser or the Funds (together, “Fund Procedures”) and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Funds, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent "access persons," as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance questionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) to the extent called for by the Trust’s chief compliance officerCompliance Policies and Procedures, or as reasonably requested by the Chief Compliance Officer Funds, provide the Funds with information and advice regarding assets in the Allocated Portion to assist the Funds in determining (i) the appropriate valuation of such assets, (ii) the appropriate pricing sources for such assets, and (iii) whether pricing information provided by the Funds’ pricing agents is reasonable; (o) make all required filings on Form 13F and any amendments thereto, required by the Securities Exchange Act of 1934 (the "Exchange Act") (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (Funds as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures may be required of the Trust, Funds due to the Adviser and/or activities of the Sub-Adviser in such detail as and will notify the Adviser if an Allocated Portion holds a portfolio security for which a Schedule 13D or 13G may be reasonably requested by required to be filed with the Chief Compliance Officer of SEC based on the Trust. (i) Except as permitted by ownership level in the Trust Procedures, the Allocated Portion. The Sub-Adviser will not disclose but shall be the sole filer of Form 13F with respect to the Funds’ Allocated Portions; (p) except as permitted herein and by the Fund Procedures, shall treat confidentially and, unless such disclosure is required by federal and state regulatory or legal authorities, applicable laws, rules and regulations, shall not disclose to any third party without the consent of the Funds all information in respect of the portfolio investments of each Fundthe Funds, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Funds, and any and all trades of portfolio securities or other transactions effected for the Fund Funds (including past, pending and proposed trades).) and; (jq) The upon request, will review each Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, the schedule of portfolio securities as it applies to the Allocated Portion in the periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Funds (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Funds and information relating to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. To ensure accuracy and completeness, the Adviser or Funds shall not use any Sub-Adviser Disclosure in any such Disclosure Documents until the Sub-Adviser has reviewed, commented, and such comments have been addressed to its reasonable satisfaction with respect to the Sub-Adviser Disclosure. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Funds or the Funds' agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Funds and the cash requirements of, and cash available for investment in each Fundin, the Funds. The Adviser Funds or each Fund’s custodian (the “Custodian”) Funds' agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fundthe Funds, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Funds or securities held, or formerly held, in the Allocated Assets of each FundFunds. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fundthe Funds, including those involving securities presently or formerly held in the Allocated Assets of a either Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a either Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund the Funds to third parties for purposes of participating in any settlements relating to such class actions. (l) For actions In rendering the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) services required under the 1940 Actthis Agreement, the Sub-Adviser hereby agrees may, consistent with applicable law, from time to time employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that with respect any such delegation shall not involve any such person serving as an “adviser” to transactions the Funds within the meaning of the 1940 Act. The Sub-Adviser will act in securities good faith in the selection, use and monitoring of any such persons and the employment, delegation, or other assets for a Fund: (i) it will not consult association with any other subsuch persons shall not relieve the Sub-adviser to Adviser of any of its obligations under this Agreement. For the Fund or any sub-adviser to a separate series avoidance of the Trust for which doubt, the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall not be limited solely to the Allocated Assets. Adviser will furnish responsible for any fees that any such person may charge to Sub-Adviser a current list of all for such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listservices.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to adviser shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedadviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities“Code”). The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from From time to time, the Adviser or the Fund may provide the Sub-adviser with written copies of other investment policies, guidelines and restrictions applicable to the Sub-adviser's management of the Allocated Portion, which shall become effective at such time as agreed upon by both parties. Subject to each of the foregoing sentences above, the Sub-adviser shall have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser shall provide pricing and valuation information with respect the Fund authorize and empower the Sub-adviser to particular securities it has purchased execute for each the Fund if the Adviser has determined that such pricing as its agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all other agreements, contracts and other documentation that the Sub-adviser reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Allocated Portion. In addition, the Sub-adviser will, at its own expense: (a) advise the Adviser believes a valuation provided and the Fund in connection with investment policy decisions to be made by a pricing service for a security it has regarding the Fund and, upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Fund; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Portfolio is materially inaccurateFund; (d) employ professional portfolio managers and securities analysts who provide research services to the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day and under normal circumstances no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser agrees adviser, provide copies to promptly notify the Adviser and/or and the Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations received by the Sub-adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-adviser, a summary listing all investments attributable to transactions of the Sub-adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that the Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, adviser and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) reports of any violations to the Sub-adviser's compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a summary copy of such the Sub-adviser's annual compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) summaries of correspondence between the Sub-adviser and a regulatory agency in connection with examinations or proceedings, including any changes to the Sub-adviser’s policies and procedures in connection with therewith, to the annual review thereof by extent such information could reasonably be expected to have a material adverse effect on the TrustSub-adviser’s ability to provide the Services hereunder or, in the Sub-adviser’s reasonable judgment, would be material to the Board’s oversight of the Sub-adviser, and the Sub-adviser will make appropriate representatives of the Sub-adviser available to discuss such correspondence during on-site visits; and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser adviser to the effect that the policies and procedures of the Sub-Adviser adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, “Fund Procedures”) provided to the Sub-Adviser’s chief adviser by the Adviser or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-adviser; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent "access persons," as such term is defined in as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding appropriate pricing sources for such assets and whether pricing information provided by the Fund’s pricing agents is reasonable. Notwithstanding the above, the Adviser and Fund acknowledge and agree that the Sub-Adviseradviser does not serve as the Fund’s compliance program; pricing agent and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined any information supplied by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested adviser is supplementary to the Fund’s valuation determination; (o) file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Chief Compliance Officer Securities Exchange Act of 1934 (the Trust."Exchange Act"), with respect to its duties as are set forth herein; (ip) Except except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-adviser, the manner in which the Sub-adviser manages the Fund and information relating directly or indirectly to the Sub-adviser (the “Sub-adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA , the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Sub-Adviser and set forth in the Prospectuses, and in other written guidelines or restrictions, as may be amended from time to time, that are agreed upon in writing by the Adviser Trust and Sub-Adviser Adviser, which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser Trust and/or the Trust Adviser such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Trust and/or Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Trust and/or the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Trust and/or Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Trust and/or Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held by the Fund. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Fund is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling, and Sub-Adviser shall have no liability therefor. (f) From time to time at the request of the Trust and/or the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Trust and/or the Adviser and with such other persons as the Adviser and/or the Trust may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Trust and/or the Adviser and such other persons as the Trust and/or the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree acknowledges that only the Sub-Adviser it will exercise “investment discretion” over Allocated Assets the Fund’s assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunderthereunder in respect of the Fund’s assets only. (h) The Sub-Adviser acknowledges that its management of the Fund’s assets is subject to the supervision and direction of the Board and monitoring by the Adviser. (i) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)0000 Xxx) to the extent relating to the Sub-Adviser’s services under this Agreement, including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser Trust and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (ij) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (jk) The Trust shall instruct the Adviser or its agent will and/or the Fund’s administrator to provide timely information to the Sub-Adviser with timely information regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Trust shall instruct the Adviser or each and the Fund’s custodian (the “Custodian”) will timely to provide the Sub-Adviser with timely copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (kl) The Sub-Adviser will shall not be responsible for all any class actions and lawsuits involving the securities held, or formerly held, in by the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in by the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in by the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (lm) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the The Sub-Adviser hereby agrees that will cooperate with respect the Fund’s independent registered public accounting firm and shall take reasonable action to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser make all necessary information available to the Fund or any sub-adviser to a separate series accounting firm for the performance of the Trust for which the Adviser serves as investment adviser; and accounting firm’s duties. (iin) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to The Sub-Adviser a current list of all such sub-advisers will provide the Custodian and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, ’s fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the Custodian and shall notify Sub-Adviser promptly of any changes to such listfund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of Portion in accordance with each Fund: (i) obtain and evaluate such information and advice relating to the economy’s investment objective, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelinespolicies, and Proceduresrestrictions as provided in each Fund’s Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent Adviser, and in compliance with Section 1(athe requirements applicable to registered investment companies under applicable laws, including, but not limited to, the 1940 Act, the applicable provisions of the Commodity Exchange Act (the “CEA”) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing rules of such purchasesthe National Futures Association (the “NFA Rules”), sales and dispositions; those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (iv) vote all proxies for securities the “Code”). From time to time, the Adviser or the Funds may provide the Sub-Adviser with written copies of other investment policies, guidelines and exercise all other voting rights with respect restrictions applicable to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf management of the FundAllocated Portion, which shall become effective at such time as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, agreed upon by both parties. Subject to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal each of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser and the Funds authorize and empower the Sub-Adviser to execute for each Fund if the Adviser has determined that such pricing Funds as the Funds’ agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all other agreements, contracts and other documentation that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Portfolio is materially inaccurateAllocated Portion. With respect to Sub-Adviser’s responsibility for monitoring each Allocated Portion’s compliance with the terms of this Agreement, the Sub-Adviser agrees to promptly notify shall perform such compliance monitoring based upon its own internal books and records of each Allocated Portion and such books and records and such instructions, if any, that are provided by the Adviser and/or Funds or the FundAdviser. For the avoidance of doubt, the Sub-Adviser acknowledges shall not be responsible hereunder for any portion of a Fund other than the Allocated Portion. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser and the Funds in connection with investment policy decisions to be made by it regarding the Funds and, upon request, furnish the Adviser and the Funds with research, economic and statistical data in connection with each Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Funds may reasonably request to assist the Custodian in its determination of the market value of securities held in the Funds; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the AdviserFunds; (d) employ professional portfolio managers and securities analysts who provide research services to the Funds; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Funds upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Funds with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Funds may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Funds. The Adviser and the Funds acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies or a current summary of the compliance policies and procedures of the Sub-Adviser in effect from time to time that are designed to prevent violations of the “Federal Securities Laws” (as such term is defined in Rule 38a-1 under the 0000 Xxx) by the Sub-Adviser in connection with its services to the Funds (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations to the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Funds, (c) a copy of the Sub-Adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) subject to Section 14 of this Agreement, summaries of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings and the Sub-Adviser will make a copy of any such correspondence available to the Adviser or the Trust; ’s Chief Compliance Officer to review with the Sub-Adviser during normal business hours at the offices of the Sub-Adviser, and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all applicable policies and procedures adopted by the Board that are applicable to the Funds and any amendments to those procedures that are provided to the Sub-Adviser by the Adviser or the Funds (together, “Fund Procedures”) and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Funds, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance questionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) to the extent called for by the Trust’s chief compliance officerCompliance Policies and Procedures, or as reasonably requested by the Chief Compliance Officer Funds, provide the Funds with information and advice regarding assets in the Allocated Portion to assist the Funds in determining (i) the appropriate valuation of such assets, (ii) the appropriate pricing sources for such assets, and (iii) whether pricing information provided by the Funds’ pricing agents is reasonable; (o) make all required filings on Form 13F and any amendments thereto, required by the Securities Exchange Act of 1934 (the “Exchange Act”) (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Trust; (v) a completed quarterly informational questionnaire regarding Funds as may be required of the Funds due to the activities of the Sub-Adviser’s compliance program; , and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, will notify the Adviser and/or if an Allocated Portion holds a portfolio security for which a Schedule 13D or 13G may be required to be filed with the SEC based on the ownership level in an Allocated Portion. The Sub-Adviser in such detail shall be the sole filer of Form 13F with respect to the Funds’ Allocated Portions; (p) except as may be reasonably requested permitted herein and by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Fund Procedures, the Sub-Adviser will not disclose but shall treat confidentially and, unless such disclosure is required by federal and state regulatory or legal authorities, applicable laws, rules and regulations, shall not disclose to any third party without the consent of a Fund all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) The upon request, will review each Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, the schedule of portfolio securities as it applies to the Allocated Portion in the periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Funds (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Funds and information relating to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. To ensure accuracy and completeness, the Adviser or Funds shall not use any Sub-Adviser Disclosure in any such Disclosure Documents until the Sub-Adviser has reviewed, commented, and such comments have been addressed to its reasonable satisfaction with respect to the Sub-Adviser Disclosure. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Funds or the Funds’ agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Funds and the cash requirements of, and cash available for investment in each Fundin, the Funds. The Adviser Funds or each Fund’s custodian (the “Custodian”) Funds’ agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fundthe Funds, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Funds or securities held, or formerly held, in the Allocated Assets of each a Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any a Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For . In rendering the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) services required under the 1940 Actthis Agreement, the Sub-Adviser hereby agrees may, consistent with applicable law, from time to time employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that with respect any such delegation shall not involve any such person serving as an “adviser” to transactions the Funds within the meaning of the 1940 Act. The Sub-Adviser will act in securities good faith in the selection, use and monitoring of any such persons and the employment, delegation, or other assets for a Fund: (i) it will not consult association with any other subsuch persons shall not relieve the Sub-adviser to Adviser of any of its obligations under this Agreement. For the Fund or any sub-adviser to a separate series avoidance of the Trust for which doubt, the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall not be limited solely to the Allocated Assets. Adviser will furnish responsible for any fees that any such person may charge to Sub-Adviser a current list of all for such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listservices.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The Parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy") have been provided to the Sub-Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the Parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; , and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (the “Administrator”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Fund’s custodian (the “Custodian”) concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; (i) as soon as practicable after the close of business each day, provide the Administrator (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, (ii) provide copies of such trade tickets to the Adviser and the Trust upon request, (iii) determine promptly forward to the securities to be purchasedCustodian the trade information for each transaction no later than 12:00 pm ET the following business day, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) provide the Custodian copies of all brokerage or dealer confirmations if requested; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).; l. Process and track all class actions for any security held within the Allocated Portion during the Sub-Adviser’s management, as disseminated by the Fund or the Adviser; m. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (ji) providing broker contacts as needed for obtaining trade confirmations; (ii) providing, as applicable, copies of term loans and swap agreements, within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers; and (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: advise the Adviser and the Trust in connection with investment policy decisions to be purchasedmade by it regarding the Allocated Portion; provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or otherwise disposed similar information as is contained within each Investment Report; submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; place orders for purchases and sales of portfolio investments for the Allocated Portion; give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositionspromptly forward to the Custodian copies of all brokerage or dealer confirmations; (iv) absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust. (i) Except 1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; and except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser Adviser, in conjunction with the Adviser, will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser Adviser, in conjunction with the Adviser, shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each FundFund Assets. Without limiting the generality of the foregoing, the Sub-Adviser shall, in conjunction with the Adviser, with respect to the Allocated Assets of each FundFund Assets: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and proceduresprocedures with respect to such securities as have been determined by mutual agreement to be voted by Sub-Adviser; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including including, for all orders determined to be made by the Sub-Adviser, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal federal, state and state foreign laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Sub-Adviser and set forth in the Prospectuses, and in other written guidelines or restrictions, as may be amended from time to time, that are agreed upon in writing by the Adviser Trust and Sub-Adviser Adviser, which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser Trust and/or the Trust Adviser such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Trust and/or Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Trust and/or the Adviser copies of any and all documentation relating to each the Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Trust and/or Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each the Fund if the Trust and/or Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held by the Fund. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Fund is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each the Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each the Fund to calculate its net asset value shall be controlling, and Sub-Adviser shall have no liability therefor. (f) From time to time at the request of the Trust and/or the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser Trust and/or theAdviser and with such other persons as the Adviser and/or the Trust may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or (ii) provide written materials to the Trust and/or the Adviser and such other persons as the Trust and/or the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each the Fund. (g) The Adviser and the Sub-Adviser agree acknowledges that only the Sub-Adviser it will exercise “investment discretion” over Allocated Assets the Fund’s assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunderthereunder in respect of the Fund’s assets only. (h) The Sub-Adviser acknowledges that its management of the Fund’s assets is subject to the supervision and direction of the Board and monitoring by the Adviser. (i) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)1000 Xxx) to the extent relating to the Sub-Adviser’s services under this Agreement, including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser Trust and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (ij) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (jk) The Trust shall instruct the Adviser or its agent will and/or the Fund’s administrator to provide timely information to the Sub-Adviser with timely information regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Trust shall instruct the Adviser or each and the Fund’s custodian (the “Custodian”) will timely to provide the Sub-Adviser with timely copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (kl) The Sub-Adviser will shall not be responsible for all any class actions and lawsuits involving the securities held, or formerly held, in by the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in by the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in by the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (lm) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the The Sub-Adviser hereby agrees that will cooperate with respect the Fund’s independent registered public accounting firm and shall take reasonable action to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser make all necessary information available to the Fund or any sub-adviser to a separate series accounting firm for the performance of the Trust for which the Adviser serves as investment adviser; and accounting firm’s duties. (iin) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to The Sub-Adviser a current list of all such sub-advisers will provide the Custodian and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, ’s fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the Custodian and shall notify Sub-Adviser promptly of any changes to such listfund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board of Trustees and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The the "Code"). From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser's management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased for each Fund if deal in securities, options, short-term investment vehicles and other property and assets comprising or relating to the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing servicesAllocated Portion. In the event that addition, the Sub-Adviser believes a valuation provided will, at its own expense: (a) advise the Adviser and the Fund in connection with investment policy decisions to be made by a pricing service for a security it has purchased for regarding the Portfolio is materially inaccurateFund and, upon reasonable request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund’s investment policies and investments made by the Sub-Adviser agrees to promptly notify on behalf of the Fund; (b) submit such reports and information as the Adviser and/or or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion of the Fund. ; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Sub-Adviser acknowledges that on behalf of the AdviserFund; (d) employ professional portfolio managers and securities analysts who provide research services to the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Fund upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations to the Sub-Adviser's compliance policies and procedures that occurred in connection with the provision of investment management services to the Fund and relate to employees of the Sub-Adviser having primary portfolio management responsibility, (c) a copy of the Sub-Adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) summaries of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings and the Sub-Adviser will make copies of final exam correspondence available to the Adviser or the Trust; 's Chief Compliance Officer to review and/or discuss onsite with the Sub-Adviser, and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all applicable policies and procedures adopted by the Board that are applicable to the management of the Allocated Portion and any amendments to those procedures that are provided to the Sub-Adviser by the Adviser or the Fund (“Board Procedures”) and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Board Procedures or (b) determination that a Board Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other reasonable inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; appropriate pricing sources for such assets and whether pricing information provided by the Fund’s pricing agents is reasonable; (vo) a completed quarterly informational questionnaire regarding file with the Sub-Adviser’s compliance program; SEC any report on Form 13F or Schedule 13G and (vi) quarterly certifications indicating whether there were Material Compliance Matters any amendments thereto, required by the Exchange Act (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trustbelow), the Adviser and/or the Sub-Adviser in such detail with respect to its duties as may be reasonably requested by the Chief Compliance Officer of the Trust.are set forth herein; (ip) Except except as permitted by the Trust ProceduresBoard Procedures or otherwise under this Agreement, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated Portion and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to adviser shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedadviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the "CEA") and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe "NFA Rules"), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the TrustInternal Revenue Code of 1986, the Adviser and any appropriate regulatory authoritiesas amended. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from From time to time, the Adviser or the Fund may provide the Sub-adviser with written copies of other investment policies, guidelines and restrictions applicable to the Sub-adviser's management of the Allocated Portion, which shall become effective at such time as agreed upon by both parties. Subject to each of the foregoing sentences above, the Sub-adviser shall have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser shall provide pricing and valuation information with respect the Fund authorize and empower the Sub-adviser to particular securities it has purchased execute for each the Fund if the Adviser has determined that such pricing as its agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all agreements, contracts and other documentation that the Sub-adviser reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Allocated Portion. In addition, the Sub-adviser will, at its own expense: (a) advise the Adviser believes a valuation provided and the Fund in connection with investment policy decisions to be made by a pricing service for a security it has regarding the Fund and, upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Portfolio is materially inaccurateFund; (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion, provided, however, that nothing in this section shall be read as inconsistent with Section 5(b)-(c) of this Agreement; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser agrees adviser, provide copies to promptly notify the Adviser and/or and the Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations received by the Sub-adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-adviser, a summary listing all investments attributable to transactions of the Sub-adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, adviser and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations of the Sub-adviser's compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) copies of any correspondence between the Sub-adviser and a regulatory agency in connection with regulatory examinations or proceedings that are in connection with the provision of services under this Agreement, or that include information that the Board would reasonably need to be aware of in order to fulfill its obligation to oversee the Sub-adviser, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser adviser to the effect that the policies and procedures of the Sub-Adviser adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, "Fund Procedures") provided to the Sub-Adviser’s chief adviser by the Adviser or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-adviser; (k) maintain a written code of ethics (the "Code of Ethics") that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent "access persons," as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; (n) as reasonably requested by the Chief Compliance Officer Adviser or the Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; appropriate pricing sources for such assets and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested pricing information provided by the Chief Compliance Officer of the Trust.Fund’s pricing agents is reasonable; (io) Except file with the Securities and Exchange Commission (the "SEC") any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (the "Exchange Act"), with respect to its duties as are set forth herein; (p) except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).; and (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the SEC (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the "Disclosure Documents") in order to ensure that, with respect to the disclosure about the Sub-adviser, the manner in which the Sub-adviser manages the Fund and information relating directly or indirectly to the Sub-adviser (the "Sub-adviser Disclosure"), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. The Adviser Fund or its agent will provide timely information to the Sub-Adviser adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser adviser involving issuers presently or formerly held in the Allocated Assets of a FundPortion, the Sub-Adviser adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, the Written Guidelines, and the Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the fundamental policies, objectives investment objectives, and investment restrictions of the Fund, as established by and subject to the Fund supervision and review of the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment Board of the Allocated Assets of each Fund. Without limiting the generality of the foregoingTrustees, the Sub-Adviser shallshall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, with respect to the Allocated Assets including purchase, retention and disposition of each Fund: (i) obtain and evaluate such information and advice relating to the economysecurities, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-AdviserFund’s written proxy voting investment objectives, policies and procedures; (v) promptly issue settlement instructions to custodians designated by restrictions as stated in the Adviser or Prospectus. As of the Trust; (vi) evaluate the credit worthiness date of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf this Agreement approximately 15% of the Fund’s investable assets will be allocated to the Portfolio, as and on each business day during the Sub-Adviser shall deem necessary term of this Agreement the same percentage of the net cash derived from purchases, or appropriaterequired for redemptions, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish of Fund shares will normally be added to or place withdrawn from the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the disposal portion of the Adviser and/or Fund’s assets allocated to the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as Portfolio pursuant to this Agreement if the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all deems such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesreallocation appropriate. The Sub-Adviser shall provide will, at its own expense: (a) advise the Adviser in connection with investment policy decisions to be made by it regarding the Fund and, upon request, furnish the Adviser with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Fund’s custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market value of securities held in the Fund; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Adviser copies Custodian concerning the delivery of any securities and all documentation transfer of cash for the Fund; (e) maintain and preserve the records relating to each its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Fund’s transactions upon reasonable request. The , and the Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Portfolio, provide copies to the Adviser upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide the Adviser with written statements showing all transactions effected for the Portfolio during the month, a summary listing all investments held in the Portfolio as of the last day of the month, and such other information as the Adviser from time to time, may reasonably request in connection with any accounting services that the Adviser or its agents provide for the Portfolio. Adviser acknowledges that Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or Custodian or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant ’s accounting agent may use different pricing vendors, which may result in valuation discrepancies discrepancies; (h) absent specific instructions to the contrary provided to it by the Adviser, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio in accordance with the Sub-Adviser’s proxy voting policy as most recently provided to the Adviser. The Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the event Portfolio. The Sub-Adviser’s obligations in the previous sentence are contingent upon its timely receipt of such discrepanciesproxy solicitation materials, which the Adviser shall cause to be forwarded to the Sub-Adviser. The Sub-Adviser further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the valuation used Sub-Adviser shall provide the Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the Form N-PX. Upon request of the Adviser, the Sub-Adviser willwill also provide an annual certification, at its own expensein a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records; (i) meet, either in person or via teleconference, with inform the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, Board of Trustees of material changes in investment strategy and other matters relating to each Fund; and/or or tactics or in key personnel; (iij) provide written materials furnish to the Adviser and Board of Trustees such other persons information as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning purpose of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC casting a vote pursuant to Section 13(f) and the rules and regulations thereunder.7 hereof; (hk) To notify the extent reasonably requested by the Trust, the Sub-Adviser will use of any material changes in its best efforts ownership within a reasonable time prior to assist such changes; and (l) provide reasonable assistance to the Trust in connection with the Trust’s compliance with the federal securities lawsSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, as such term is defined in and Rule 38a-1 under of the 1940 Act. Such assistance shall include, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust withbut not be limited to: (i) Compliance Procedurescertifying periodically, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with upon the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures reasonable request of the Trust, the Adviser and/or the Sub-Adviser that it is in such detail compliance with all applicable “federal securities laws,” as may be reasonably requested required by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(238a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the SubAdvisers Act; (ii) facilitating and cooperating with third-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of party audits arranged by the Trust for which to evaluate the Adviser serves as investment advisereffectiveness of it compliance controls; and (iiiii) providing the Trust’s chief compliance officer with direct access to its responsibility in compliance personnel; (iv) providing investment advisory services the Trust’s chief compliance officer with periodic reports; and (v) promptly providing special reports to the Fund shall be limited solely to Trust’s chief compliance officer in the Allocated Assets. Adviser will furnish to Sub-Adviser a current list event of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listcompliance problems.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time Manager and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Manager or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Fund may provide the Sub-Adviser’s Adviser with written proxy voting policies copies of additional or amended investment policies, guidelines and procedures; (v) promptly issue settlement restrictions, which shall become effective only upon the mutual written agreement of all parties to this Sub-Advisory Agreement. The Sub-Adviser will manage the investment and reinvestment of the assets in the Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Manager, consistent with the applicable investment policies, guidelines and restrictions, or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser Manager or the Trust; (vi) evaluate Fund from time to time, and further subject to the credit worthiness mutual written agreement of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders all parties to this Sub-Advisory Agreement and the selection of broker-dealers to execute such orders on behalf plenary authority of the Fund’s Board of Trustees. Consistent with Exhibit A, as or unless otherwise directed in writing by the Manager or the Fund, the Sub-Adviser shall deem necessary have full discretionary authority to manage the investment of the assets in the Fund, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or appropriaterelating to the Fund. In addition, the Sub-Adviser will, at its own expense: (a) advise the Manager and the Fund in connection with investment policy decisions to be made by it regarding the Fund and, upon reasonable request, furnish the Manager and the Fund with research, economic and statistical data in connection with the Fund’s investments and investment policies with the exception that the SubAdviser shall not be obligated to provide its sole discretion, to carry out its duties under this Agreementproprietary trading models except as may be mandated by a regulatory or legal authority. (b) The Sub-Adviser shall also furnish submit such reports and information as the Manager or the Fund may reasonably request to or place at assist the disposal Fund’s custodian (the “Custodian”) in its determination of the Adviser and/or market value of securities held in the Trust such informationFund; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Fund; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Manager, evaluationsto the extent not maintained by the Manager or another agent of the Fund, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Fund, provide copies to the Manager and the Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide the Manager and the Fund with written statements showing all transactions effected for the Fund during the month, a summary listing all investments held in the Fund as of the Adviser from time to timelast day of the month, and such other information as the Manager or the Fund may reasonably request in connection with any accounting or marketing services that the Manager provides for the Fund. The Manager and the Fund acknowledges that Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (fh) From time absent specific instructions to time at the request contrary provided to it by the Manager or the Fund, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Fund in accordance with the Sub-Adviser, ’s proxy voting policy as most recently provided to the Manager and approved by the Trust; The Manager hereby delegates to the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, the Manager’s discretionary authority to exercise voting rights with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials respect to the securities and investments of the Allocated Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the Securities and Exchange Commission (“SEC”). The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other persons as information required for the Fund to comply with any rules or regulations promulgated by the SEC. The Sub-Adviser may designateshall supply updates of this record to the Manager or any authorized representative of the Manager, including or to the BoardFund on a quarterly basis (or more frequently, on reasonable notice, discussing general economic conditions, performance, investment strategy if required by law). The Sub-Adviser shall provide the Manager and other matters relating to each Fund. (g) The Adviser the Fund with information regarding the policies and procedures that the Sub-Adviser agree uses to determine how to vote proxies relating to the Allocated Portion. The Fund may request that only the Sub-Adviser will exercise “investment discretion” over vote proxies for the Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf Portion in accordance with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.Fund’s proxy voting policies; (hi) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, as amended (the Federal Securities Laws1940 Act), ) including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (ij) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser . Manager will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser Manager and, with the consent of the AdviserManager, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Advisors Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the fundamental policies, objectives investment objectives, and investment restrictions of the Fund, as established by and subject to the Fund supervision and review of the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment Board of the Allocated Assets of each Fund. Without limiting the generality of the foregoingTrustees, the Sub-Adviser shallshall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, with respect to the Allocated Assets including purchase, retention and disposition of each Fund: (i) obtain and evaluate such information and advice relating to the economysecurities, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-AdviserFund’s written proxy voting investment objectives, policies and procedures; (v) promptly issue settlement instructions to custodians designated by restrictions as stated in the Adviser or Prospectus. As of the Trust; (vi) evaluate the credit worthiness date of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf this Agreement approximately 30% of the Fund’s investable assets will be allocated to the Portfolio, as and on each business day during the Sub-Adviser shall deem necessary term of this Agreement the same percentage of the net cash derived from purchases, or appropriaterequired for redemptions, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish of Fund shares will normally be added to or place withdrawn from the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the disposal portion of the Adviser and/or Fund’s assets allocated to the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as Portfolio pursuant to this Agreement if the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all deems such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesreallocation appropriate. The Sub-Adviser shall provide will, at its own expense: (a) advise the Adviser in connection with investment policy decisions to be made by it regarding the Fund and, upon request, furnish the Adviser with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Fund’s custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market value of securities held in the Fund; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Adviser copies Custodian concerning the delivery of any securities and all documentation transfer of cash for the Fund; (e) maintain and preserve the records relating to each its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Fund’s transactions upon reasonable request. The , and the Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Portfolio, provide copies to the Adviser upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide the Adviser with written statements showing all transactions effected for the Portfolio during the month, a summary listing all investments held in the Portfolio as of the last day of the month, and such other information as the Adviser from time to time, may reasonably request in connection with any accounting services that the Adviser or its agents provide for the Portfolio. Adviser acknowledges that Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if Custodian or the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Portfolio’s accounting agent may use different pricing vendors, which may result in valuation discrepancies discrepancies; (h) absent specific instructions to the contrary provided to it by the Adviser, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio in accordance with the Sub-Adviser’s proxy voting policy as most recently provided to the Adviser. The Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the event Portfolio. The Sub-Adviser’s obligations in the previous sentence are contingent upon its timely receipt of such discrepanciesproxy solicitation materials, which the Adviser shall cause to be forwarded to the Sub-Adviser. The Sub-Adviser further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the valuation used Sub-Adviser shall provide the Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the Form N-PX. Upon request of the Adviser, the Sub-Adviser willwill also provide an annual certification, at its own expensein a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records; (i) meet, either in person or via teleconference, with inform the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, Board of Trustees of material changes in investment strategy and other matters relating to each Fund; and/or or tactics or in key personnel; (iij) provide written materials furnish to the Adviser and Board of Trustees such other persons information as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning purpose of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC casting a vote pursuant to Section 13(f) and the rules and regulations thereunder.7 hereof; (hk) To notify the extent reasonably requested by the Trust, the Sub-Adviser will use of any material changes in its best efforts ownership within a reasonable time prior to assist such changes; and (l) provide reasonable assistance to the Trust in connection with the Trust’s compliance with the federal securities lawsSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, as such term is defined in and Rule 38a-1 under of the 1940 Act. Such assistance shall include, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust withbut not be limited to: (i) Compliance Procedurescertifying periodically, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with upon the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures reasonable request of the Trust, the Adviser and/or the Sub-Adviser that it is in such detail compliance with all applicable “federal securities laws,” as may be reasonably requested required by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(238a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the SubAdvisers Act; (ii) facilitating and cooperating with third-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of party audits arranged by the Trust for which to evaluate the Adviser serves as investment advisereffectiveness of it compliance controls; and (iiiii) providing the Trust’s chief compliance officer with direct access to its responsibility in compliance personnel; (iv) providing investment advisory services the Trust’s chief compliance officer with periodic reports; and (v) promptly providing special reports to the Fund shall be limited solely to Trust’s chief compliance officer in the Allocated Assets. Adviser will furnish to Sub-Adviser a current list event of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listcompliance problems.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser Adviser, in conjunction with the Adviser, will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the ProspectusesProspectus, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser Adviser, in conjunction with the Adviser, shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each FundFund Assets. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Fund Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (viv) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (viivi) take such further action, including including, the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal federal, state and state foreign laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Adviser and Sub-Adviser will may exercise “investment discretion” over Allocated Fund Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and only the Adviser and the Sub-Adviser may determine who shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Fund Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund in conjunction with the Adviser shall be limited solely to the Allocated Fund Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) Proxy voting is not a delegated function under this Agreement and the Adviser retains the responsibility for voting proxies for the Funds pursuant to its proxy voting policy.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

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PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Sub- Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund’s investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended. Unless instructed by the Adviser in writing to the contrary, with respect to its Allocated Portion, the Sub-Adviser, during the term of this Agreement, will ensure that the Allocated Portion shall comply with the limits on investments in designated commodity contracts and swaps set forth in subsection (dc)(2)(iii) The of Rule 4.5. From time to time, the Adviser or the Fund may provide the Sub-Adviser with written copies of other investment policies, guidelines and restrictions applicable to the Sub-Adviser’s management of the Allocated Portion, which shall become effective at such time as agreed upon by both parties. With respect to Sub-Adviser’s responsibility for monitoring the Allocated Portion’s compliance with the terms of this Agreement, the Sub-Adviser shall keep accurate perform such compliance monitoring based upon its own internal books and detailed records concerning its services under this Agreement of the Allocated Portion and all such books and records shall be open to inspection at all reasonable times and such instructions, if any, that are provided by the TrustFund or the Adviser. For the avoidance of doubt, the Sub-Adviser and shall not be responsible hereunder for any appropriate regulatory authoritiesportion of the Fund other than the Allocated Portion. The Sub-Adviser shall provide not be responsible for providing fund administration services, such as fund accounting and tax services, with respect to the Adviser copies of any and all documentation relating Fund. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased for each Fund if deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser has determined and the Fund in connection with investment policy decisions to be made by it regarding the Allocated Portion and, upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Allocated Portion’s investments and investment policies; (b) provide reasonable valuation assistance and information to the Adviser or the Fund upon reasonable request to assist in connection with the determination of the market value of securities held in the Allocated Portion; provided, however, the Adviser acknowledges and agrees that such reasonable assistance provided by the Sub-Adviser shall not include the daily fair valuation of foreign securities or instruments held by the Allocated Portion pursuant to a general “foreign fair value pricing and valuation information is not otherwise reasonably available to it through standard factor” based on factors obtained from a third party pricing services. In vendor; the event Adviser further agrees that the Sub-Adviser believes a valuation provided by is not a pricing service or valuation agent for a security it has the Trust or the Fund; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Portfolio is materially inaccurate, Sub-Adviser agrees for the Allocated Portion; (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to promptly notify the Adviser and/or Allocated Portion; (e) place orders for purchases and sales of portfolio investments for the Fund. Sub-Adviser acknowledges that Allocated Portion; (f) give instructions to the AdviserCustodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies (in a format agreed to by the parties in advance) of trade confirmations for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Fund upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies or a current summary of the compliance policies and procedures of the Sub-Adviser in effect from time to time that are designed to prevent violations of the “Federal Securities Laws” (as such term is defined in Rule 38a-1 under the 0000 Xxx) by the Sub-Adviser in connection with its services to the Fund (including prompt notice of any material changes theretothereto in the form of quarterly certifications/questionnaires); , (iib) a summary reports of such any compliance matters with respect to the Allocated Portion and material violations of the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) copies or summaries of any deficiency or similar letters and responses thereto between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings and copies of such letters and responses will be made available by the TrustSub-Adviser at the Adviser’s on-site visits; provided, however, the Sub-Adviser will not be required to comply with this sub-clause (iiid) where the reporting of such events in this clause (d) would violate applicable law or would result in the contravention of client confidentiality, or the requests or expectations of a judicial, governmental, or regulatory body; and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1) direct access in connection with its services to the Fund; (j) comply with all procedures and policies adopted by the Board that are applicable to the Allocated Portion in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, “Fund Procedures”) provided to the Sub-Adviser by the Advisor or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures that pertains to the Allocated Portion or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and establish, maintain and comply with procedures reasonably necessary to prevent “access persons,” as such term is defined in as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries reasonably submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; appropriate pricing sources for such assets and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested pricing information provided by the Chief Compliance Officer of the Trust.Fund’s pricing agents is reasonable; (io) Except file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (the “Exchange Act”), with respect to its duties as are set forth herein; (p) except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the CEA , the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in a commercially reasonable amount and at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of claim rejection notices of or claim deficiency notices or any checks or distributions related to class action suits actions that may be received by the Sub-Adviser and that are addressed to the Fund involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent upon request of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. . The Sub-Adviser shall (li) For determine the purpose manner in which all rights to consent to corporate actions, conversion rights, subscription rights, tender rights, appraisal rights and any other corporate action rights pertaining to any portfolio securities held by the Allocated Portion shall be exercised, and/or (ii) execute all such certificates, consents and other documents reasonably necessary or appropriate to effectuate the foregoing rights. The Adviser will provide the Sub-Adviser with a list of complying all publicly traded affiliates of the Adviser or the Fund that may not be purchased by the Allocated Portion and a list of all brokers and underwriters affiliated with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) the Adviser or the Allocated Portion for monitoring and Rule 17e-1(d)(2) reporting transactions under applicable provisions of the 1940 Act, the Sub-Adviser hereby agrees that with respect as such list may be amended from time to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listtime.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the ProspectusesProspectus, the Written GuidelinesGuidelines which have been tailored so that the Sub-Adviser’s investment performance with respect to the Allocated Assets of the Fund closely mirrors the performance of Pinebank Catalyst Fund, LLC with minimal tracking error and dispersion, and the Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of 1(a)of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such Federal Securities Laws(as that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a FundtheFund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a FundtheFund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a FundtheFund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of personsof the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the Fundamental policies, objectives and investment objectives, investment restrictions of the Fund, Funds as established by the Fund and the Adviser and set forth in the ProspectusesProspectus and the Investment Guidelines, and subject to policy statements, supervision of the Advisor and oversight of the Board, the Sub-Advisor shall manage the options strategy associated with the designated Funds. Subject to the supervision of the Advisor and oversight of the Board, the Sub-Advisor shall be responsible to make all decisions to purchase and sell options for the designated Funds and to place all orders for the purchase and disposition of options. The Sub-Advisor shall manage the options strategy associated with the designated Funds, in accordance with the Funds' investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement (a) In providing the Services under this Agreement, the Sub-Advisor acknowledges that the Funds and Services are subject to and should comply with: (i) this Agreement, the 1940 Act, and all other written guidelines or restrictionsapplicable laws and regulations, including rules and regulations adopted by the SEC and Subchapter M of the Internal Revenue Code of 1986 (as applicable to registered investment companies, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectusesdefined therein), as may be amended from time to time (“Written Guidelines”) and the Trust Procedures.collectively, "Relevant Law"); (aii) The Subthe terms and conditions of all exemptive orders, no-Adviser shall assume all investment duties action letters and have full discretionary power any other form of regulatory relief granted by the SEC or other regulatory authority to, or on behalf of, the Trust, including but not limited to relief granted in connection with the structure and authority with respect to investment operation of an "exchange-traded fund"; (iii) the Investment Guidelines of the Allocated Assets of each Fund. Without limiting Funds furnished pursuant to Section 4; (iv) the generality investment restrictions, objectives, strategies and policies set forth in the Prospectus; (v) the written instructions of the foregoing, Board as provided to the Sub-Adviser shall, with respect to Advisor; (vi) the Allocated Assets Trust's Amended and Restated Declaration of each Fund: (i) obtain Trust and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and ProceduresBy-Laws, as each may be amended from time to time and as provided to the Sub-Adviser consistent with Section 1(aAdvisor; and (vii) of this Agreement; (iii) determine such specific written instructions as the securities Board or the Advisor may adopt and provide to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting Advisor. All documents, instructions and policies referenced in this Section 2(a), and procedures; (vany changes thereto, shall be provided reasonably in advance in writing to the Sub- Advisor. The Advisor acknowledges and agrees, however, that ultimate responsibility for the Fund's compliance with the Relevant Law, documents, instructions and policies referenced in this Section 2(a) lies with the Advisor. The Sub-Advisor shall promptly issue settlement instructions notify the Advisor if it is unable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities comply with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf any of the Fund, as foregoing in the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreementprovision of the Services. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(510f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Adviser Advisor hereby agrees that with respect to transactions in securities or other assets for a Fundthat: (i) it will not consult with any other sub-adviser advisor to the Fund Funds, or with any sub-adviser advisor that is a principal underwriter for the Funds or an affiliated person of such principal underwriter; (ii) it will not consult with any sub-advisor to a separate series of the Trust for which the Adviser Advisor serves as investment adviseradvisor, or with any sub-advisor to the Funds that is a principal underwriter to the Funds or an affiliated person of such principal underwriter; and (iiiii) its responsibility in providing investment advisory services to the Fund shall be limited to the Funds. (c) The Sub-Advisor shall monitor compliance of the Funds with the Investment Guidelines and the Prospectus (as applicable) and shall report to Advisor promptly upon its determination that any transactions or holdings of the Funds in its options strategy that may be in non-compliance of the Investment Guidelines or the Prospectus (as applicable), regardless of whether the non-compliance was caused by instructions provided by the Sub- Advisor. To the extent that the Sub-Advisor has actual knowledge of any such non- compliance, it shall provide advice to and consult with the Advisor to correct any such non- compliance of the Investment Guidelines or Prospectus. (d) The Sub-Advisor must use reasonable efforts to satisfy promptly any reasonable instruction relating to the Services being provided to the Funds. (e) The Sub-Advisor will, at its own expense: (i) advise the Advisor in connection with investment policy decisions to be made by the Sub-Advisor regarding the Funds; (ii) submit such reports or information as the Advisor or the Funds may reasonably request to assist the custodian, administrator or Funds accounting agent in its or their determination of the market value of securities held in the Funds. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees or an internal committee of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be reasonably made available for consultation when the Trust's Valuation Committee convenes; (b) assisting the Advisor or the custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Funds, upon the reasonable request of the Advisor or custodian; and (c) upon the reasonable request of the Advisor or custodian, providing information to the Advisor or the Trust's Valuation Committee for purposes of fair valuations. The parties acknowledge that the Sub- Advisor and the custodian or recordkeeping agent of the Funds may use different pricing vendors, which may result in valuation discrepancies; (iii) to the extent applicable, prepare and maintain, or cause to be prepared and maintained, for the period required by Rule 31a-2 under the 1940 Act, all records required to be maintained by paragraphs (b)(S), (b)(6), (b)(9), (b)(10) and (f) of Rule 31a-1under the 1940 Act, in each case relating solely to the Allocated AssetsServices being provided to the Funds pursuant to this Agreement. Adviser will furnish To the extent required by law, the books and records pertaining to the Funds, which are in possession of the Sub-Adviser a current list Advisor, shall be the property of the Trust (although the foregoing will not prohibit the Sub-Advisor from maintain copies of all such subrecords). The Advisor or its representatives, shall have access to such books and records at all times during the Sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons Advisor's normal business hours. Upon the reasonable request of the FundAdvisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives. For greater certainty, the Advisor acknowledges that it will not be given access to the Sub-Advisor's electronic database, email system or internal working files; (iv) reasonably cooperate with the Funds' independent public accountants and shall take reasonable action to make all reasonable information (as applicable) in the Sub-Advisor's possession available to the accountants for the performance of the accountants' duties; (v) reasonably assist in the preparation of periodic reports by each Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds' shares, or to meet other regulatory or tax requirements applicable to the Funds, under federal and state securities and tax laws; provided, however, that the Sub-Advisor shall only be responsible for providing assistance with respect to the portions of such reports or filings that relate to the Funds; (vi) furnish to the Board such information as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 9 hereof; (vii) notify the Advisor and the Trust of any change of control of the Sub-Advisor, and shall notify Sub-Adviser promptly of any changes to key personnel who are portfolio manager(s) of the Funds and, to the extent reasonably practicable, to provide such listnotifications in time sufficiently prior to any such change to enable the Advisor and the Trust to comply with any applicable provisions of the 1940 Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such change; (viii) report to the Advisor prior to each meeting of the Board, all material developments in the Funds of which the Sub-Advisor is aware since the prior report, and, as reasonably requested by the Advisor, furnish the Board from time to time with such relevant background information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Funds' holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Funds maintains investments, or otherwise; (ix) provide reasonable assistance to the Trust, with respect to the Sub-Advisor's management of the Funds, in connection with (a) the Trust's compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1of the 1940 Act. With respect to compliance with Rule 38a-1of the 1940 Act, such assistance shall include, but not be limited to, (i) upon the reasonable request of the Trust, certify periodically as to the adequacy of the Sub-Advisor's compliance policies and procedures ("Sub-Advisor's Compliance Program") and the effectiveness of the implementation of the Sub-Advisor's Compliance Program, as it relates to the Funds; (ii) reasonably cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Funds' compliance controls; (iii) providing the Trust's chief compliance officer with direct access to its chief compliance officer; (iv) upon reasonable request, providing the Trust's chief compliance officer with periodic reports relating to the effectiveness of the implementation of the Sub-Advisor's Compliance Program as it relates to the Funds; and (v) providing notice of any material compliance matters (as defined in Rule 38a-1(e)(2)) relating to the Sub-Advisor's Compliance Program in respect of the Funds; and (x) attend regular business and investment related meetings with the Board and the Advisor, as reasonably requested by the Trust, the Advisor, or both.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Syntax Etf Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, the Written GuidelinesGuidelines which have been tailored so that the Sub-Adviser’s investment performance with respect to the Allocated Assets of the Fund closely mirrors the performance of Intrinsic Edge Plus with minimal tracking error and dispersion, and the Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. If the Sub-Adviser receives any notices of class action suits involving issuers presently or formerly held in the Allocated Assets of the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Adviser or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion of the Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser’s written proxy voting policies , consistent with the applicable investment policies, guidelines and procedures; (v) promptly issue settlement restrictions, or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser or the Trust; (vi) evaluate Fund from time to time, and further subject to the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf plenary authority of the Fund’s Board of Trustees. Consistent with Exhibit A, as or unless otherwise directed in writing by the Adviser or the Fund, the Sub-Adviser shall deem necessary have full discretionary authority to manage the investment of the Allocated Portion of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or appropriaterelating to the Fund. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser and the Fund in its sole discretionconnection with investment policy decisions to be made by it regarding the Fund and, to carry out its duties under this Agreement.upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) The Sub-submit such reports and information as the Adviser shall also furnish or the Fund may reasonably request to or place at assist the disposal Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Fund; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Fund; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser and/or or another agent of the Trust such informationFund, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern Time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Fund, provide copies to the Adviser and the Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Fund during the month, a summary listing all investments held in the Fund as of the Adviser from time to timelast day of the month, the Sub-Adviser shall provide pricing and valuation such other information with respect to particular securities it has purchased for each Fund if as the Adviser has determined or the Fund may reasonably request in connection with any accounting or marketing services that such pricing the Adviser provides for the Fund. The Adviser and valuation information is not otherwise reasonably available to it through standard pricing services. In the event Fund acknowledges that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies discrepancies; (h) absent specific instructions to the contrary provided to it by the Adviser or the Fund, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Fund in accordance with the event Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; The Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”). The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such discrepancies, other information required for the valuation used by each Fund to calculate its net asset value comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall be controlling. (f) From time supply updates of this record to time at the request Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Adviser shall provide the Adviser and the Fund with information regarding the policies and procedures that the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, uses to discuss general economic conditions, performance, investment strategy and other matters determine how to vote proxies relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser Allocated Portion. The Fund may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and request that the Sub-Adviser agree that only vote proxies for the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf Portion in accordance with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.Fund’s proxy voting policies; (hi) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (ij) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Series Portfolios Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund’s investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund’s Prospectus and Statement of Additional Information (collectively, the “Investment Guidelines”), as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other the “NFA Rules”), those requirements applicable federal and state laws and regulationsto regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and (iii) the provisions rules of the Organic Documents. Financial Conduct Authority of the United Kingdom, or any successor entity thereto (d) The the FCA Rules”). From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser’s management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon in writing by both parties acting through authorized signatories. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased for each Fund if deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing servicesAllocated Portion. In the event that addition, the Sub-Adviser believes a valuation provided will, at its own expense: (a) advise the Adviser and the Fund in connection with investment policy decisions to be made by a pricing service for a security it has regarding the Fund and, upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Fund; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or or considered for purchase by the Fund. Sub-Adviser acknowledges that ; (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to the AdviserFund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Fund upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations of the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) copies of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings where not prohibited by applicable law or regulation, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, the “Fund Procedures”) provided to the Sub-Adviser by the Adviser or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in (i) determining the appropriate valuations of such assets, the Trustappropriate pricing sources for such assets, and whether pricing information provided by the Fund’s pricing agents is reasonable; (vii) a completed quarterly informational questionnaire regarding determining the Sub-Adviserappropriate liquidity classifications of such assets and whether liquidity information provided by the Fund’s compliance programliquidity classification agents is reasonable; and (viiii) quarterly certifications indicating whether there were Material Compliance Matters risk identification, risk assessment, and monitoring of risk guidelines with respect to the Fund’s derivatives risk management program; (as that term is defined by Rule 38a-1o) that arose under file with the compliance policies SEC any report on Form 13F or Schedule 13G and procedures of the Trustany amendments thereto, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested required by the Chief Compliance Officer Securities Exchange Act of 1934 (the Trust.“Exchange Act), with respect to its duties as are set forth herein; (ip) Except except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).; provided, however, that if required to disclose such information by applicable regulation or statute, or as requested by any competent authority or regulator, Sub-Adviser shall promptly notify the Adviser of such requirement or request, if not prohibited from doing so, and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (viv) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (viivi) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons affiliates thereof, as well as affiliated persons affiliates of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program for the Allocated Portion of the Fund consistent with the investment policies, objectives and restrictions of the FundFund (without regard to any investments of the Fund outside of the Allocated Portion), as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Adviser or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion of the Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser’s written proxy voting policies , consistent with the applicable investment policies, guidelines and procedures; (v) promptly issue settlement restrictions, or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser or the Trust; (vi) evaluate Fund from time to time, and further subject to the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf plenary authority of the Fund’s Board of Trustees. Consistent with Exhibit A, as or unless otherwise directed in writing by the Adviser or the Fund, the Sub-Adviser shall deem necessary have full discretionary authority to manage the investment of the Allocated Portion of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, foreign exchange forwards, options, swaps, cash, cash equivalents and other short-term investment vehicles, and other property and derivatives comprising or appropriaterelating to the Fund. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser and the Fund in its sole discretion, connection with investment policy decisions to carry out its duties under this Agreement.be made by it regarding the Fund and use commercially reasonable efforts to furnish the Adviser and the Fund with such additional information regarding the Fund’s investments and investment policies as the Adviser or the Fund may reasonably request; (b) The Sub-submit such reports and information as the Adviser shall also furnish or the Fund may reasonably request to or place at assist the disposal Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Fund; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser and/or or another agent of the Trust such informationFund, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event provided that the Sub-Adviser believes may retain copies of such records for regulatory compliance purposes; (f) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern Time the following business day, provide the Custodian with a valuation provided by a pricing service for a security it has purchased trade file showing the transactions effected for the Portfolio is materially inaccurateFund and provide copies to the Adviser and the Fund upon request; (g) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Fund during the month, a summary listing all investments held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledges that (i) the Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and (ii) they will not rely on the Sub-Adviser or any information provided by the Sub-Adviser for pricing or valuation matters which shall be the sole responsibility of the Custodian; (h) absent specific instructions to the contrary provided to it by the Adviser or the Fund, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Fund in accordance with the event Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; The Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”). The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such discrepancies, other information required for the valuation used by each Fund to calculate its net asset value comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall be controlling. (f) From time supply updates as reasonably requested of this record to time at the request Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Adviser shall provide the Adviser and the Fund with information reasonably requested regarding the policies and procedures that the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, uses to discuss general economic conditions, performance, investment strategy and other matters determine how to vote proxies relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser Allocated Portion. The Fund may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and request that the Sub-Adviser agree that only vote proxies for the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf Portion in accordance with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.Fund’s proxy voting policies; (hi) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best reasonable efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended a summary of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiib) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (ij) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Series Portfolios Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the fundamental policies, objectives investment objectives, and investment restrictions of the Fund, as established by and subject to the Fund supervision and review of the Advisor and the Adviser Board of Trustees, the Advisor shall have the sole and set forth in exclusive responsibility for the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume making of all investment duties decisions for the Portfolio, including purchase, retention and have full discretionary power and authority with respect to investment disposition of the Allocated Assets of each Fund. Without limiting the generality of the foregoingsecurities, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-AdviserFund’s written proxy voting investment objectives, policies and procedures; (v) promptly issue settlement instructions to custodians designated by restrictions as stated in the Adviser or Prospectus. As of the Trust; (vi) evaluate the credit worthiness date of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf this Agreement approximately 35% of the Fund’s investable assets will be allocated to the Portfolio, as and on each business day during the Sub-Adviser shall deem necessary term of this Agreement the same percentage of the net cash derived from purchases, or appropriaterequired for redemptions, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish of Fund shares will normally be added to or place withdrawn from the Portfolio; provided, however, that the Advisor has the right at any time to reallocate the disposal portion of the Adviser and/or Fund’s assets allocated to the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time Portfolio pursuant to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all if the Advisor deems such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiesreallocation appropriate. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser Advisor will, at its own expense: (a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Fund and, (i) meetupon request, either furnish the Advisor with research, economic and statistical data in person or via teleconference, connection with the Adviser Fund’s investments and with investment policies; (b) submit such other persons reports and information as the Adviser Advisor or the Fund may designatereasonably request to assist the Fund’s custodian (the “Custodian”), including administrator or fund accounting agent, in its or their determination of the Board, on reasonable notice market value of securities held in the Fund; (c) provide to Advisor instructions as to the placement of orders for purchases and at reasonable times sales of portfolio investments for the Fund; (d) maintain and locations, to discuss general economic conditions, performance, investment strategy and other matters preserve the records relating to each Fund; and/or (ii) provide written materials its activities hereunder required by applicable law to the Adviser be maintained and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and preserved by the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)Advisor, and the Sub-Adviser Advisor hereby agrees that it shall provide to the Advisor copies of all records which it maintains relating to the Fund at the Advisor’s expense upon the Fund’s request; (e) inform the Advisor and the Board of Trustees of material changes in investment strategy recommendations or tactics or in key personnel; (f) furnish to the Board of Trustees such information as may reasonably be responsible necessary in order for filing such Trustees to evaluate this Agreement or any required reports on its behalf with proposed amendments hereto for the SEC purpose of casting a vote pursuant to Section 13(f7 hereof; (g) and notify the rules and regulations thereunder.Advisor of any material changes in its ownership within a reasonable time prior to such changes; and (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts provide reasonable assistance to assist the Trust in connection with the Trust’s compliance with the federal securities lawsSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, as such term is defined in and Rule 38a-1 under of the 1940 Act. Such assistance shall include, (“Federal Securities Laws”)but not be limited to, including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedurescertifying periodically, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with upon the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures reasonable request of the Trust, the Adviser and/or the Sub-Adviser that it is in such detail compliance with all applicable “federal securities laws,” as may be reasonably requested required by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(238a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviserAdvisers Act; and (ii) providing the Trust’s chief compliance officer with direct access to its responsibility in compliance personnel; (iii) providing investment advisory services the Trust’s chief compliance officer with periodic reports; and (iv) promptly providing special reports to the Fund shall be limited solely to Trust’s chief compliance officer in the Allocated Assets. Adviser will furnish to Sub-Adviser a current list event of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listcompliance problems.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the fundamental policies, objectives investment objectives, and investment restrictions of the Fund, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objective, policies and restrictions as established by the Fund and the Adviser and set forth stated in the Prospectuses, other written guidelines or restrictions, as may be amended from Prospectus and in accordance with this Agreement. The Advisor has the right at any time to time, agreed upon in writing by reallocate the Adviser and portion of the Fund’s assets allocated to the Sub-Adviser which guidelines and restrictions shall not be inconsistent with Advisor Account pursuant to this Agreement if the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust ProceduresAdvisor deems such allocation appropriate. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingIn providing its services under this Agreement, the Sub-Adviser shall, with respect Advisor shall be subject to the Allocated Assets of each Fund: and comply with: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of Agreement and the timing of such purchases, sales provisions and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities restrictions contained in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Actfederal securities laws, applicable state securities laws, the Commodity Exchange Act Internal Revenue Code of 1986 and all rules other applicable law to the extent such provisions and regulations promulgated thereunder; restrictions are applicable to the Sub-Advisor in its role as investment sub-advisor to the Sub-Advisor Account (collectively, “Relevant Law”); (ii) all other applicable federal and state laws and regulations, and the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account furnished pursuant to Section 4 as amended or revised from time to time; (iii) the provisions investment restrictions, objectives, strategies and policies set forth in the Prospectus as it may be amended or revised from time to time; (iv) the supervision of the Organic Documents.Board of Trustees of the Trust; and (dv) The such instructions, directions, and/or obligations as the Board of Trustees of the Trust or the Advisor may communicate in writing to the Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open Advisor from time to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authoritiestime. The Sub-Adviser Advisor shall provide immediately notify Advisor if it is unable to the Adviser copies of comply with any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s requestforegoing. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (lb) For the purpose of complying with Rule 10f-3(a)(510f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 Act, the Sub-Adviser Advisor hereby agrees that that: (i) with respect to transactions in securities or other assets for a the Fund: (i) , it will not consult with any other sub-adviser advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-adviser advisor to a separate series of the Trust for which the Adviser Advisor serves as investment adviseradvisor, or with any sub-advisor the Fund that is a principal underwriter to the Fund or an affiliated person of such principal underwriter; and (iiiii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser Advisor Account. (c) The Sub-Advisor shall: (i) monitor the Sub-Advisor Account and such Account’s compliance with the Investment Guidelines and the Prospectus and shall report to Advisor immediately any transactions or holdings that may be in violation of the Investment Guidelines or the Prospectus. The Sub-Advisor shall have the obligation to correct any violation of the Investment Guidelines or Prospectus resulting from its management of the Sub-Advisor Account. (d) If for any reason that is beyond the control of the Sub-Advisor, including market movements, contributions to or withdrawals from the Sub-Advisor Account or a current list change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Advisor Account violates any Investment Guideline or requirement in the Prospectus, then the Sub-Advisor shall promptly remedy the non-compliance in accordance with the Investment Guidelines, Prospectus and applicable law. (e) The Sub-Advisor will, at its own expense: (i) upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies; (ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades; (iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be reasonably available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the request of the Advisor or Custodian, provide indicative fair valuations; and (d) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Advisor or Trust upon request, with such records being deemed Trust records. The parties acknowledge and agree that the Sub-Advisor and the Custodian or fund administrator or fund accounting agent of the Fund may use different pricing vendors, which may result in valuation discrepancies and that the Trust’s Valuation Committee has ultimate responsibility for determining the fair value of the securities in the Sub-Advisor Account as set forth in the Trust’s Pricing Policy; (iv) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Sub-Advisor Account; (v) maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Sub-Advisor Account as are required to be maintained by the Trust in accordance with applicable laws and regulations, including but not limited to the 1940 Act. To the extent required by law, the books and records pertaining to the Sub-Advisor Account, which are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives; (vi) to the extent related to its services to the Sub-Advisor Account, cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties; (vii) to the extent related to its services to the Sub-Advisor Account, assist in the preparation of all such sub-advisers periodic reports by the Fund to its shareholders and principal underwriters all reports and affiliated persons thereoffilings required to maintain the registration and qualification of the Fund shares, as well as affiliated persons of or to meet other regulatory or tax requirements applicable to the Fund, under federal and shall notify state securities and tax laws; (viii) prepare and cause to be filed in a timely manner its Form 13F and Schedule 13G, if required, with respect to securities held in the Sub-Adviser promptly Advisor Account; (ix) furnish to the Board of Trustees such information as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 9 hereof; (x) notify the Advisor and the Trust of any change in its ownership, including any change of control, and of any changes to key personnel who are either portfolio manager(s) of the Sub-Advisor Account or senior management of the Sub-Advisor in time sufficiently prior to any such listchange to enable the Advisor and the Trust to comply with the provisions of the 1940 Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such change; (xi) report to the Advisor prior to each meeting of the Board of Trustees, all material changes in the Sub-Advisor Account since the prior report, and will also keep the Advisor informed of important developments affecting the Sub-Advisor Account and the Sub-Advisor, and on its own initiative, or as reasonably requested by the Advisor, furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise; (xii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 under the 1940 Act. With respect to its services to the Sub-Advisor Account, assistance related to compliance with Rule 38a-1 of the 1940 Act shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with applicable “federal securities laws,” as defined in Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act (except as otherwise noted in the certification); (ii) facilitating and providing reasonable cooperation with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; and (iii) providing the Trust’s chief compliance officer with access to its compliance personnel; (iv) providing the Trust’s chief compliance officer, as reasonably requested, with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon request; and (vi) promptly providing notice of any material compliance matters relating to the Sub-Advisor and/or the Sub-Advisor Account; (xiii) attend or participate by teleconference regular business and investment related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor, or both; and (xiv) following a calendar quarter end, the Sub-Advisor’s chief compliance officer shall complete and deliver to Advisor a compliance questionnaire. (f) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of any information with respect to the Sub-Advisor and its personnel and the Sub-Advisor Account provided in writing to the Fund for inclusion in the Fund’s offering materials (including the Prospectus and advertising and sales materials).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser, or the Trust from time to time, subject to the Adviser’s supervision and authority to place, unwind or prevent trades in respect of the Allocated Portion, as necessary, to ensure compliance by the Fund as a whole with applicable requirements of the Trust’s compliance policies and procedures, the 1940 Act, the Internal Revenue Code of 1986 and other applicable law, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; , and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, retain assets uninvested as cash and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In furtherance of all of the foregoing, the Adviser hereby designates and appoints the Sub-Adviser as its agent and attorney-in-fact, with full power and authority and without the need for further approval of the Trust or the Adviser (iiiexcept as may be required by law) determine to complete all such documents and to take any and all actions that the Sub-Adviser, in its reasonable discretion, shall deem advisable to carry out the Sub-Adviser's duties under this Agreement with respect to the Allocated Portion. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; b. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian, X.X. Xxxxxx, or such other custodian as may be engaged by the Adviser upon at least thirty (30) days’ prior notice to Sub-Adviser (the “Custodian”), in its determination of the market value of securities held in the Allocated Portion; c. place orders for purchases and sales of portfolio investments for the Allocated Portion; d. give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; e. maintain and preserve the records relating to its activities hereunder as required by applicable law to be purchasedmaintained and preserved by an investment adviser engaged to manage all or a portion of the assets of a registered investment company, sold or otherwise disposed of and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request (provided that it may also retain copies of such purchasesrecords); f. as soon as practicable after the close of business each day, sales but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such trade tickets to the Adviser and dispositions; (iv) the Trust upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; g. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information as required to comply with any rules or regulations promulgated by the SEC in respect of the discharge Allocated Portion of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) Fund. The Sub-Adviser agreesshall, that in performing its duties hereunder, it will comply with (i) upon request supply updates of this record to the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions Adviser or any authorized representative of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open Adviser, or to inspection at all reasonable times by the Trust, in order to enable the Adviser Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may, upon commercially reasonable prior notice, request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; h. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); and i. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust. (i) Except as permitted by the Trust Procedures1940 Act, the Sub-Adviser will not disclose but shall treat confidentially all information in respect Internal Revenue Code of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any 1986 and all portfolio securities or other financial instruments held by applicable federal laws and regulations, as each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) is amended from time to time. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program advisory services consistent with the investment policies, objectives and restrictions of the respective Fund, as established by the such Fund and the Adviser and set forth in the ProspectusesProspectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectusesits Prospectus (collectively, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectusesapplicable Prospectus, the Written Guidelines, Guidelines and the Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the each Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the each Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser (other than any information the disclosure of which is restricted by law or contract or the disclosure of which is otherwise prejudicial to the Sub-Adviser as reasonably determined by it) in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably requestrequest solely for the purpose of enabling the Adviser and/or the Trust to discharge their duties under this Agreement. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder, to the extent applicable to the Sub-Adviser; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Organizational Documents. (d) The Sub-Adviser shall use commercially reasonable efforts to keep accurate and detailed records concerning its services under this Agreement as required under the Advisers Act and Rule 31a-2 and Rule 31a‐1under the 1940 Act, and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the such Fund and it further agrees to surrender promptly to the such Fund copies of any such records upon the such Fund’s request, provided that the Sub-Adviser shall be entitled to use the track record of the Allocated Assets and retain such information as legally required to support such track record. Following the expiration of the period for which the Sub-Adviser is required to maintain and preserve such records pursuant to the Advisers Act, the Sub-Adviser shall provide such records to the Trust or the Adviser to permit the Trust and the Adviser to comply with the retention requirements under the 1940 Act. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, the Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. The Sub-Adviser and the Adviser each acknowledges that the Adviser, the Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendorsvendors and be subject to different valuation policies and procedures, which may result in valuation discrepancies (including with respect to the same positions held by other clients of the Sub-Adviser) and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controllingcontrolling with respect to such Fund. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing relating to general economic conditions, performance, investment strategy and other matters relating to each Fund; provided that such obligations do not cause the Sub-Adviser and its affiliates to incur unreasonable costs or expenses and do not cause undue disruption to the normal business activities of the Sub-Adviser or its affiliates or their respective employees, consultants and representatives. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunderthereunder (and without taking into account securities that do not comprise the Allocated Assets). (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon reasonable request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) upon reasonable prior notice, direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-138a 1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser with respect to the Fund, in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (kj) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a the Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a the Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (lk) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a the Fund: (i) it will not knowingly (without inquiry) consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (l) The Sub-Adviser will reasonably cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (m) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth provided to the Sub-Adviser in the Prospectuseswriting. The current policies, other written guidelines or restrictions, objectives and restrictions are attached hereto as may be amended from Appendix A. From time to time, agreed upon in writing by the Adviser and or the Fund may provide the Sub-Adviser which with written copies of additional or amended investment policies, guidelines and restrictions restrictions, which shall not be inconsistent with the Prospectuses, become effective at such time as may be amended from time to time (“Written Guidelines”) and the Trust Proceduresagreed upon by both parties. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets assets of each the Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: shall (i) obtain and evaluate such information and advice relating to the economy, economy and securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets of the Fund in a manner consistent with the Prospectuses, Written Guidelines, investment objective and Procedurespolicies thereof as stated in the Fund's Prospectuses and Statements of Additional Information on file with the Securities and Exchange Commission, as the same may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreementtime; (iii) determine the securities to be purchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities held by the Fund and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and proceduresmanner it deems appropriate; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (viivi) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or the Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 ActInvestment Company Act of 1940, as amended and the Advisers ActAct of 1940, the Commodity Exchange Act as amended, and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic DocumentsDeclaration of Trust and By-Laws of the Trust, as amended from time to time; and (iv) any applicable procedures adopted by the Trust or the Adviser, upon notification to the Sub-Adviser of the adoption of such procedures. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased recommended for each the Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets the Fund within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)1934, and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder.; (g) The Sub-Adviser shall be responsible for taking action on behalf of clients for all matters in which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in the Fund, including, but not limited to, optional tender offers, Dutch auctions, and odd lot tender offers, in accordance with the Adviser’s written proxy voting policies and procedures; (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, as amended (the Federal Securities Laws1940 Act), ) including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (i) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Professionally Managed Portfolios)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Total Fund Solution)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board of Trustees and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The the "Code"). From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser's management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. In addition, the Sub-Adviser will, at its own expense: (a) make available to the Adviser and the Fund at reasonable times its portfolio managers as mutually agreed to by the Adviser and the Sub-Adviser, either in person or by telephone, in order to review the investment policies and to consult with the Fund and Adviser regarding the Allocated Portion's investment affairs, including economic, statistical, and investment matters relevant to the Sub-Adviser's duties hereunder; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion; (c) furnish the Adviser or the Fund upon reasonable request with information regarding the investment strategies it employs, individual companies whose securities are included in the Allocated Portion, the industries in which they engage, the economic, social, or political conditions prevailing in each country in which the Allocated Portion is invested, or statistical and analytical information with respect to particular investments of the Allocated Portion; (d) employ professional portfolio managers and securities it has purchased analysts who provide research services to the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each Fund if transaction effected for the Allocated Portion by the Sub-Adviser, provide copies to the Adviser has determined that such pricing and valuation information is not otherwise reasonably available the Fund upon request, and promptly forward to it through standard pricing services. In the event that Custodian copies of all brokerage or dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Portfolio is materially inaccurate, Fund. The Adviser and the Fund acknowledge that Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations to the Sub-Adviser's compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) summaries of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings, and the Sub-Adviser will make a copy of any such correspondence available to the Adviser or the Trust; ’s Chief Compliance Officer to review and/or discuss with the Sub-Adviser, during normal business hours, at offices of the Sub-Adviser, and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all applicable policies and procedures adopted by the Board that are applicable to the Fund and any amendments to those procedures that are provided to the Sub-Adviser by the Adviser or the Fund (“Board Procedures”) and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Board Procedures or (b) determination that a Board Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; appropriate pricing sources for such assets and whether pricing information provided by the Fund’s pricing agents is reasonable; (vo) a completed quarterly informational questionnaire regarding file with the Sub-Adviser’s compliance program; SEC any report on Form 13F or Schedule 13G and (vi) quarterly certifications indicating whether there were Material Compliance Matters any amendments thereto, required by the Exchange Act (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trustbelow), the Adviser and/or the Sub-Adviser in such detail with respect to its duties as may be reasonably requested by the Chief Compliance Officer of the Trust.are set forth herein; (ip) Except except as permitted by the Trust Board Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that communicated by the Sub-Adviser to the Adviser in connection with the Board's approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The Parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy") have been provided to the Sub-Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the Allocated Portion, plus all investments, reinvestments, and proceeds from the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the Parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; , and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion: a. provide to the Adviser performance analysis and market commentary (iiithe “Investment Report”) determine pertaining to each calendar quarter during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; b. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (the “Administrator”) in its determination of the market value of securities held in the Allocated Portion; c. place orders for purchases and sales of portfolio investments for the Allocated Portion; d. abide by applicable speculative position limits as imposed by the Commodity Futures Trading Commission or relevant contract market(s) in respect of the Sub-Adviser’s trading of the Allocated Portion, and its other client accounts, in futures contracts, options on futures contracts, forward contracts, commodities, swaps and other instruments to which speculative position limits may apply. e. To the extent applicable or authorized by the Adviser, give instructions to the Fund’s custodian (the “Custodian”) concerning the delivery of securities and other property and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be purchasedmaintained and preserved by the Adviser, sold to the extent not maintained by the Adviser or otherwise disposed another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Administrator and/or Custodian, as requested (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian and/or Administrator, as requested, copies of all brokerage or dealer confirmations; h. to the extent potential proxy voting rights attach to any investment or other property constituting the Allocated Portion, and absent specific instructions to the contrary provided to it by the Adviser or the Trust, and further subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) to comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail Prospectus, SAI and all applicable federal laws and regulations, as may be reasonably requested by the Chief Compliance Officer of the Trust.each is amended from time to time; (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).; and l. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (ji) providing broker contacts as needed for obtaining trade confirmations; (ii) providing, as applicable, copies of trade-related documentation, including, but not limited to, agreements relating to loans, swaps or other derivatives, or futures trading accounts, within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers; and (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers issuers, counterparties or other parties in interest with respect to investments presently or formerly held in the Allocated Assets of a FundPortion, the Sub-Adviser shall promptly forward such notices to the Adviser and, with or the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actionsTrust. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) in writing (the “Investment Guidelines”). The Parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of this Agreement; (iii) determine each of the securities one or more strategies to be purchasedemployed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, sold or otherwise disposed of the "Strategies" and the timing of such purchaseseach, sales and dispositions; (iva "Strategy") vote all proxies for securities and exercise all other voting rights with respect have been provided to such securities in accordance with the Sub-Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s written proxy voting policies Prospectus and procedures; (v) promptly issue settlement SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with the applicable Investment Guidelines or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the Parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement, and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, have full discretionary authority to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at manage the disposal investment of the Adviser and/or Allocated Portion, including the Trust such informationauthority to purchase, evaluationssell, analyses cover open positions, and opinions formulated generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or obtained by relating to the Fund. In addition, the Sub-Adviser will in the discharge performance of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services obligations under this Agreement and all such records shall be open to inspection at all reasonable times by in respect of the Trust, Allocated Portion: a. advise the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; b. provide to the Adviser copies performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of any this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and all documentation Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (the “Administrator”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. abide by applicable speculative position limits as imposed by the Commodity Futures Trading Commission or relevant contract market(s) in respect of the Sub-Adviser’s trading of the Allocated Portion, and its other client accounts, in futures contracts, options on futures contracts, forward contracts, commodities, swaps and other instruments to which speculative position limits may apply. f. to the extent applicable or authorized by the Adviser, give instructions to the Fund’s custodian (the “Custodian”) concerning the delivery of securities and other property and transfer of cash for the Allocated Portion; g. maintain and preserve the records relating to each Fund’s transactions upon reasonable request. The its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund Trust or the Adviser copies of any such records upon the FundTrust’s or Adviser’s request.; h. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Administrator and/or Custodian, as requested (egenerally via electronic file format) At with the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation trade information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased transaction effected for the Portfolio is materially inaccurateAllocated Portion, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event provide copies of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials trade tickets to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)Trust upon request, and promptly forward to the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant Custodian and/or Administrator, as requested, copies of all brokerage or dealer confirmations; i. to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).; and l. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (ji) providing broker contacts as needed for obtaining trade confirmations; (ii) providing, as applicable, copies of trade-related documentation, including, but not limited to, agreements relating to loans, swaps or other derivatives, or futures trading accounts, within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers; and (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits or proxy voting rights received by the Adviser, the Trust or the Sub-Adviser involving issuers issuers, counterparties or other parties in interest with respect to investments presently or formerly held in the Allocated Assets of a FundPortion, the Sub-Adviser shall not have authority to act on behalf of the Allocated Portion and shall promptly forward all such notices to the Adviser and, with or the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actionsTrust. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers ActCEA and the NFA Rules, and those requirements applicable to regulated investment companies under Subchapter M of the Code. From time to time, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) Adviser or the provisions of Fund may provide the Organic Documents. (d) The Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser's management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser and the Fund authorize and empower the Sub-Adviser to execute for each the Fund if the Adviser has determined that such pricing as its agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all agreements, contracts and other documentation that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Portfolio is materially inaccurateAllocated Portion. In addition, the Sub-Adviser agrees to promptly notify will, at its own expense: (a) advise the Adviser and/or and the Fund in connection with investment policy decisions to be made by it regarding the Fund and, upon request, furnish the Adviser and the Fund with research, economic and statistical data in connection with the Fund. Sub’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (d) employ professional portfolio managers and securities analysts who provide research services to the Adviser and the Fund; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion, provided, however, that nothing in this Section shall be read as inconsistent with Section 5(b-Adviser acknowledges that c) of this Agreement; (f) give instructions to the AdviserCustodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Fund upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations to the Sub-Adviser's compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) copies of any correspondence between the Sub-Adviser and a regulatory agency in connection with regulatory examinations or proceedings that are in connection with the provision of services under this Agreement, or that include information that the Board would reasonably need to be aware of in order to fulfill its obligation to oversee the Sub-Adviser, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, “Fund Procedures”) provided to the Sub-Adviser by the Advisor or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent "access persons," as such term is defined in as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Adviser or the Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; appropriate pricing sources for such assets and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested pricing information provided by the Chief Compliance Officer of the Trust.Fund’s pricing agents is reasonable; (io) Except file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (the "Exchange Act"), with respect to its duties as are set forth herein; (p) except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The Parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy") will be provided to the Sub-Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the Parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; , and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (the “Administrator”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Fund’s custodian (the “Custodian”) concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the Sub-Adviser hereby agrees to promptly provide to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; (i) as soon as practicable after the close of business each day, provide the Administrator (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, (ii) provide copies of such trade tickets to the Adviser and the Trust upon request, (iii) determine promptly forward to the securities to be purchasedCustodian the trade information for each transaction no later than 12:00 pm ET the following business day, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) provide the Custodian copies of all brokerage or dealer confirmations if requested; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).; but for the avoidance of doubt, this prohibition includes portfolio holdings, but not the performance track record of the Allocated Portion; l. identify, process and track all class actions for any security held within the Allocated Portion during the Sub-Adviser’s management; m. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (ji) providing broker contacts as needed for obtaining trade confirmations; (ii) providing, as applicable, copies of term loans and swap agreements, within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers; and (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and n. send copies of any trade related documents executed by the Sub-Adviser on behalf of the Fund, including, but not limited to, loan agreements, to the Adviser and the Administrator. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions, as agreed upon by the Sub-Adviser and delivered to it in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including, without limitation, the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with material investment policy decisions to be purchasedmade by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold or otherwise disposed within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be requested by the Adviser and agreed to by the Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from distributing the Sub-Adviser’s Investment Report to relevant internal parties, including, without limitation, senior executives of the Adviser and the timing internal sales team of the Adviser or its affiliates, marked explicitly for “internal use only”. The Adviser may draw upon information in an Investment Report in its various commentaries or analyses regarding the Fund as a whole, which are publicly available, but no performance-level information specific to the Allocated Portion shall be included in or referenced by publicly-available or widely-distributed Fund commentaries or analyses. Rather, it is agreed that such publicly-available and widely-distributed Fund materials will present Fund performance, and any attribution of such purchasesperformance among strategies and managers, strictly on an aggregate basis for the Fund as a whole; c. submit such reports and information as the Adviser or the Trust may reasonably request, and as agreed to be provided by the Sub-Adviser, to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Custodian concerning the delivery of securities and dispositions; transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request, provided however that the Sub-Adviser may retain copies of any such records as required for compliance with any regulations to which it is subject and to fulfill its internal recordkeeping requirements; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (ivgenerally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such trade tickets to the Adviser and the Trust upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, and assist the Trust in order to comply with its Internal Revenue Code of 1986 requirements and all other applicable federal laws and regulations, as each is amended from time to time; and (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) ; provided that, notwithstanding anything to the contrary herein, Sub-Adviser may disclose information to the extent necessary to comply with routine audits, examinations, production requests made by its regulatory authorities, or requests for such information from its service providers or counterparties. For the avoidance of doubt, it is acknowledged and agreed that, to the extent the same portfolio investments held in the account of the Allocated Portion are also held as investments in other client accounts managed the Sub-Adviser, any disclosure by Sub-Adviser to a third party of information in respect of investments held in such other client accounts will not constitute a breach of this sub-section k. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Within the investment framework of the fundamental policies, objectives investment objectives, and investment restrictions of the Fund, as established by and subject to the Fund supervision and review of the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment Board of the Allocated Assets of each Fund. Without limiting the generality of the foregoingTrustees, the Sub-Adviser shall, with respect to shall have the Allocated Assets sole and exclusive responsibility for the making of each Fund: (i) obtain and evaluate such information and advice relating to all investment decisions for the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities Portfolio in accordance with the Sub-AdviserFund’s written proxy voting investment objectives, policies and procedures; (v) promptly issue settlement instructions to custodians designated by restrictions as stated in the Adviser or Prospectus. As of the Trust; (vi) evaluate the credit worthiness date of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf this Agreement approximately 10% of the Fund’s investable assets will be allocated to the Portfolio, as and on each business day during the Sub-Adviser shall deem necessary term of this Agreement the same percentage of the net cash derived from purchases, or appropriaterequired for redemptions, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish of Fund shares will normally be added to or place withdrawn from the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the disposal portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Adviser and/or deems such reallocation appropriate. The parties hereto agree that the Trust such information, evaluations, analyses and opinions formulated or obtained investment objectives of the Portfolio to be pursued by the Sub-Adviser are as follows: The Sub-Adviser will, at its own expense: (a) advise the Adviser in connection with investment policy decisions to be made by Adviser regarding the discharge of its dutiesFund and, upon request, furnish the Adviser with research, economic and statistical data in connection with the Fund’s investments and investment policies; (b) submit such reports and information as the Adviser and/or Trust mayor the Fund may reasonably request to assist the Fund’s custodian (the “Custodian”), from time to timeadministrator or fund accounting agent, reasonably request.in its or their determination of the market value of securities held in the Fund; (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) place orders for purchases and sales of portfolio investments for the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents.Fund; (d) The give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Fund; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Fund, and the Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Portfolio, provide copies to the Adviser from time upon request, and promptly forward to timethe Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide the Adviser with written statements showing all transactions effected by Sub-Adviser shall provide pricing for the Portfolio during the month, a summary listing all investments held in the Portfolio as of the last day of the month, and valuation such other information with respect to particular securities it has purchased for each Fund if as the Adviser has determined that such pricing and valuation information is not otherwise may reasonably available to it through standard pricing services. In the event request in connection with any accounting services that the Adviser or its agents provide for the Portfolio. Adviser acknowledges that Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or and Custodian or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant ’s accounting agent may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with inform the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, Board of Trustees of material changes in investment strategy and other matters relating to each Fund; and/or or tactics or in key personnel; (iij) provide written materials furnish to the Adviser and Board of Trustees such other persons information as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning purpose of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC casting a vote pursuant to Section 13(f) and the rules and regulations thereunder.7 hereof; (hk) To notify the extent reasonably requested by the Trust, the Sub-Adviser will use of any material changes in its best efforts ownership within a reasonable time prior to assist such changes; and (l) provide reasonable assistance to the Trust in connection with the Trust’s compliance with the federal securities lawsXxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder, as such term is defined in and Rule 38a-1 under of the 1940 Act. Such assistance shall include, (“Federal Securities Laws”)but not be limited to, including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedurescertifying periodically, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with upon the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures reasonable request of the Trust, the Adviser and/or the Sub-Adviser that it is in such detail compliance with all applicable “federal securities laws,” as may be reasonably requested required by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(238a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the SubAdvisers Act; (ii) facilitating and cooperating with third-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of party audits arranged by the Trust for which to evaluate the Adviser serves as investment advisereffectiveness of it compliance controls; and (iiiii) providing the Trust’s chief compliance officer with direct access to its responsibility in compliance personnel; (iv) providing investment advisory services the Trust’s chief compliance officer with periodic reports; and (v) promptly providing special reports to the Fund shall be limited solely to Trust’s chief compliance officer in the Allocated Assets. Adviser will furnish to Sub-Adviser a current list event of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such listcompliance problems.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The Parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the “Strategies” and each, a “Strategy”) have been provided to the Sub- Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both Parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the Allocated Portion, plus all investments, reinvestments, and proceeds from the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the Parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; , and further that any termination of this Agreement shall be made in accordance solely with the provisions of Section 8 of this Agreement . Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion: a. provide to the Adviser performance analysis and market commentary (iiithe “Investment Report”) determine pertaining to each calendar quarter during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub- Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; b. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s administrator (the “Administrator”) in its determination of the market value of securities held in the Allocated Portion; c. place orders for purchases and sales of portfolio investments for the Allocated Portion; d. abide by applicable speculative position limits as imposed by the Commodity Futures Trading Commission or relevant contract market(s) in respect of the Sub- Adviser’s trading of the Allocated Portion, and its other client accounts, in futures contracts, options on futures contracts, forward contracts, commodities, swaps and other instruments to which speculative position limits may apply. e. To the extent applicable or authorized by the Adviser, give instructions to the Fund’s custodian (the “Custodian”) concerning the delivery of securities and other property and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be purchasedmaintained and preserved by the Adviser, sold to the extent not maintained by the Adviser or otherwise disposed another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Administrator and/or Custodian, as requested (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian and/or Administrator, as requested, copies of all brokerage or dealer confirmations; h. to the extent potential proxy voting rights attach to any investment or other property constituting the Allocated Portion, and absent specific instructions to the contrary provided to it by the Adviser or the Trust, and further subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) to comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 38a-l under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-l, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under 38a-l); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail Prospectus, SAI and all applicable federal laws and regulations, as may be reasonably requested by the Chief Compliance Officer of the Trust.each is amended from time to time; (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).; and l. provide reasonable assistance to the Adviser, the Administrator and/or the Trust with respect to the annual audit of the Fund’s financial statements, including, but not limited to: (ji) providing broker contacts as needed for obtaining trade confirmations; (ii) providing, as applicable, copies of trade-related documentation, including, but not limited to, agreements relating to loans, swaps or other derivatives, or futures trading accounts, within a reasonable time after the execution of such agreements; (iii) providing assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers; and (iv) obtaining market quotations for investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-Adviser, with copies of monthly accounting statements for each Fundthe Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers issuers, counterparties or other parties in interest with respect to investments presently or formerly held in the Allocated Assets of a FundPortion, the Sub-Adviser shall promptly forward such notices to the Adviser and, with or the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actionsTrust. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent in writing with Section 1(a) reasonable advance notice of this Agreement; (iii) determine any material changes thereof. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Adviser or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Fund may provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions with reasonable advance notice thereof, which shall become effective at such time as agreed upon by both parties. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion of the Fund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser’s written proxy voting policies , consistent with the applicable investment policies, guidelines and procedures; (v) promptly issue settlement restrictions, or any directions or instructions delivered to custodians designated the Sub-Adviser in writing by the Adviser or the Trust; (vi) evaluate Fund from time to time, and further subject to the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf plenary authority of the Fund’s Board of Trustees. Consistent with Exhibit A, as or unless otherwise directed in writing by the Adviser or the Fund, the Sub-Adviser shall deem necessary have full discretionary authority to manage the investment of the Allocated Portion of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, foreign exchange forwards, options, swaps, short-term investment vehicles and other property comprising or appropriaterelating to the Fund. In addition, the Sub-Adviser will, at its own expense: (a) advise the Adviser and the Fund in its sole discretionconnection with investment policy decisions to be made by it regarding the Fund and, to carry out its duties under this Agreement.upon request, furnish the Adviser and the Fund with research, and statistical data in connection with the Fund’s investments and investment policies; (b) The Sub-submit such reports and information as the Adviser shall also furnish or the Fund may reasonably request to or place at assist the disposal Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Fund; (c) place orders for purchases and sales of portfolio investments for the Fund; (d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Fund; (e) consistent with industry practice and applicable regulatory requirements, maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser and/or or another agent of the Trust such informationFund, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser hereby agrees that all records which it maintains for each the Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request.request so long as the Adviser reimburses for the costs of said copying; (ef) At as soon as practicable after the request close of business each day but no later than 11:00 a.m. Eastern Time the following business day, provide the Custodian with trade files for each transaction effected for the Fund, provide copies to the Adviser and the Fund upon; (g) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Fund during the month, a summary listing all investments held in the Fund as of the Adviser from time to timelast day of the month, the Sub-Adviser shall provide pricing and valuation such other information with respect to particular securities it has purchased for each Fund if as the Adviser has determined or the Fund may reasonably request in connection with any accounting or marketing services that such pricing the Adviser provides for the Fund. The Adviser and valuation information is not otherwise reasonably available to it through standard pricing services. In the event Fund acknowledges that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant Custodian may use different pricing vendors, which may result in valuation discrepancies discrepancies; (h) absent specific instructions to the contrary provided to it by the Adviser or the Fund, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Fund in accordance with the event Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; The Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion of the Fund. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”). The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such discrepancies, other information required for the valuation used by each Fund to calculate its net asset value comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall be controlling. (f) From time supply updates of this record to time at the request Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Adviser shall provide the Adviser and the Fund with information regarding the policies and procedures that the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, uses to discuss general economic conditions, performance, investment strategy and other matters determine how to vote proxies relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser Allocated Portion. The Fund may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and request that the Sub-Adviser agree that only vote proxies for the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf Portion in accordance with the SEC pursuant to Section 13(f) and the rules and regulations thereunder.Fund’s proxy voting policies; (hi) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (ij) Except as permitted by the Trust ProceduresTrust’s policies and procedures or as otherwise required by law, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible and shall hold harmless the Sub-Adviser for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action action, incur any costs or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the AdviserAdviser or as otherwise required by law, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Series Portfolios Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines and restrictions established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines & Restrictions”). The current Investment Guidelines & Restrictions applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy"), are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended Investment Guidelines & Restrictions, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines & Restrictions contained in Exhibit A to this Agreement (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines & Restrictions or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines & Restrictions from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines & Restrictions, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: a. advise the Adviser and the Trust in connection with investment policy decisions to be purchasedmade by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or otherwise disposed similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian copies of all brokerage or dealer confirmations; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).; and l. except as may be required for purposes of compliance with the conditions of Rule 12d3-1 (ja) and (b) under the 1940 Act, not consult with any other sub-adviser to the Fund or with any sub-adviser to a portfolio that is under common control with the Fund, concerning the Fund’s transactions in securities or other assets. The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time Prospectuses (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Trust Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its dutiesduties under this Agreement, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best commercially reasonable efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iiiTrust(iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust Procedures, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in in, each Fund. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by stated in the Fund Prospectus and SAI, and the Adviser and set forth in the Prospectuses, other written guidelines or restrictionsDeclaration of Trust, as may be amended from time to time, agreed upon in writing and pursuant to investment guidelines established by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) Trust and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion are incorporated in this Agreement and attached hereto as Exhibit A. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, which shall become effective at such time as agreed upon by both parties and shall be incorporated at that time into Exhibit A. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(athe applicable investment guidelines and the investment policies, objectives and restrictions of the Fund as stated in its Prospectus or SAI and the Declaration of Trust, or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: (a) advise the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; (b) provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement; , within fifteen (iii15) determine business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; (c) submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; (d) place orders for purchases and sales of portfolio investments for the Allocated Portion; (e) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (f) maintain and preserve the records relating to its activities hereunder required by applicable law to be purchasedmaintained and preserved by the Adviser, sold to the extent not maintained by the Adviser or otherwise disposed another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; (g) as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; promptly forward to the Custodian copies of all brokerage or dealer confirmations; (ivh) absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, vote proxies for the Allocated Portion in accordance with the Fund’s proxy voting policies; (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1); (j) that arose under act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time. (ik) Except except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The , and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of in writing (the “Investment Guidelines”). The current Investment Guidelines applicable to the Allocated Portion are incorporated in this Agreement; (iii) determine Agreement and attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Adviser or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, which shall become effective at such time as agreed upon by both parties and shall be incorporated at that time into Exhibit A. The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser’s written proxy voting policies , consistent with the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and procedures; (v) promptly issue settlement instructions further subject to custodians designated the plenary authority of the Board of Trustees. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Allocated Portion; place orders for the execution of such transactions with respect to particular securities it has purchased for each Fund if the Adviser has determined that or through such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that broker dealers as the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased may select; give instructions to the custodian (the “Custodian”) concerning the delivery of securities and transfer of cash for the Portfolio is materially inaccurateAllocated Portion; and perform any other act to carry out its obligations under this Agreement. Notwithstanding the foregoing authorization, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in ’s power of attorney is limited to trading authority for the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request benefit of the AdviserAllocated Portion. In addition, the Sub-Adviser will, at its own expense, and in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion of Fund assets: (ia) meet, either in person or via teleconference, with advise the Adviser and the Trust, from time to time as agreed among the Sub-Adviser, the Adviser and the Trust in connection with investment policy decisions to be made by it regarding the Allocated Portion; (b) provide to the Adviser quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement, within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such other persons times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or similar information as is contained within each Investment Report; (c) submit such reports and information as the Adviser or the Trust may designate, including reasonably request to assist the Board, on reasonable notice Fund’s Custodian in its determination of the market value of securities held in the Allocated Portion; (d) maintain and at reasonable times preserve the records relating to its activities hereunder required by applicable law to be maintained and locationspreserved by the Adviser, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the extent not maintained by the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) or another agent of the Securities Exchange Act of 1934 (the “1934 Act”)Trust, and the Sub-Adviser shall be responsible hereby agrees that all records which it maintains for filing the Fund in respect of the Allocation Portion are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any required reports on its behalf such records upon the Trust’s or Adviser’s request; (e) as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the Allocated Portion, provide copies to the Adviser and the Trust upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (f) absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to the Sub-Adviser’s timely receipt of all necessary voting materials, vote all proxies with respect to investments of the Allocated Portion in accordance with the Sub-Adviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust; the Adviser hereby delegates to the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Adviser shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Adviser’s voting procedures, of the Sub-Adviser’s actual votes, and such other information required for the Trust to comply with any rules or regulations promulgated by the SEC pursuant in respect of the Fund. The Sub-Adviser shall supply updates of this record to Section 13(f) the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and the rules Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and regulations thereunderForm N-CSR under the Sxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide the Adviser and the Trust with information regarding the policies and procedures that the Sub-Adviser uses to determine how to vote proxies relating to the Allocated Portion. The Trust or the Adviser may request that the Sub-Adviser vote proxies for the Allocated Portion in accordance with the Fund’s proxy voting policies. (hg) To to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1); (h) that arose under act in conformity with the compliance policies Investment Guidelines and procedures the terms of this Agreement, and comply with applicable requirements of the Trust1940 Act, the Adviser and/or the Sub-Adviser in such detail Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as may be reasonably requested by the Chief Compliance Officer of the Trusteach is amended from time to time. (i) Except except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The , and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth articulated in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon Investment Guidelines and Restrictions provided in writing by to the Adviser and Sub-Adviser which guidelines by the Adviser, such Investment Guidelines and restrictions Restrictions provided to the Sub-Adviser shall not be inconsistent with the ProspectusesOrganic Documents, as may be amended from time to time (“Written Guidelines”) Prospectuses and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, Investment Guidelines and Procedures, as may be amended from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this AgreementRestrictions; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic DocumentsInvestment Guidelines and Restrictions provided by Adviser. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement as required under the 1940 Act and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The With respect to the Allocated Assets, the Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund relating to the Allocated Assets are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s reasonable request. (e) At the reasonable request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services, and shall, in accordance with procedures adopted by the Trust’s Board, assist in the fair valuation of any particular security held in the Allocated Assets. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio Allocated Assets is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the reasonable request of the Adviser, the Sub-Adviser will, at its own expense, will (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the federal securities laws, Federal Securities Laws (as such that term is defined in by Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) a summary of the Sub-Adviser’s Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of such policies and procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust. (i) Except as permitted by the Trust ProceduresAdviser, the Sub-Adviser will shall not disclose but and shall treat confidentially all information in respect of the investments of each Fundthe Allocated Assets, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each FundFund relating to Allocated Assets, and any and all trades of portfolio securities or other transactions effected for the Fund relating to Allocated Assets (including past, pending and proposed trades). (j) The Adviser or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund relating to Allocated Assets and the cash requirements of, and cash available for investment in in, each FundFund relating to the Allocated Assets. The Adviser or each Fund’s custodian (the “Custodian”) will timely provide the Sub-Adviser with copies of monthly accounting statements for each FundFund relating to Allocated Assets, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser will be responsible for all class actions and lawsuits involving the securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In If the case of Sub-Adviser receives any notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(217a-10(a)(2) under the 1940 ActAct and any other applicable rule or regulation, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a FundFund relating to the Allocated Assets: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a any other separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list. (m) The Sub-Adviser will cooperate with the Fund’s independent registered public accounting firm and shall take reasonable action to make all necessary information relating to the Allocated Assets available to the accounting firm for the performance of the accounting firm’s duties. (n) The Sub-Adviser will provide the Custodian and the Fund’s fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Custodian and fund accountant may reasonably require.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Investment Managers Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund’s investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund’s Prospectus and Statement of Additional Information (the “Registration Statement”), as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe ”NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. (d) The Internal Revenue Code of 1986, as amended. From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, portfolio guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser’s management of the Allocated Portion, which shall provide to become effective at such time as agreed upon in writing, which may include e-mail or other electronic methods, by both parties (the Adviser copies of any and all documentation relating “Guidelines”). Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased for each Fund if deal in securities, financial and commodity futures contracts, swaps, options, short-term investment vehicles and other property and assets comprising or relating to the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing servicesAllocated Portion. In the event that addition, the Sub-Adviser believes a valuation provided will, at its own expense: (a) advise the Adviser and the Fund in connection with investment policy decisions to be made by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify regarding the Allocated Portion and, upon request, furnish the Adviser and/or and the Fund with research, economic and statistical data in connection with the Allocation Portion’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Allocated Portion. (d) employ professional portfolio managers and, if deemed necessary, securities analysts who provide research services to the Fund. ; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day provide the Custodian with (a) properly formatted instructions for each transaction effected for the Allocated Portion by the Sub-Adviser acknowledges that and (b) a trade blotter including itemized daily activity. The Sub-Adviser will also, at its own expense, promptly provide copies of trade tickets and brokerage and dealer confirmations to the AdviserCustodian, the Adviser and the Fund upon request; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, each Funda summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and its custodian such other information as the Adviser or fund accountant the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, is not a pricing agent for the Fund regarding the Allocated Portion; (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary reports of such any violations of the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Fund, (c) a copy of the Sub-Adviser’s annual review thereof compliance report as required by Rule 206(4)-7 of the Trust; Advisers Act, (iiid) a detailed summary of any regulatory examination or proceeding, including any findings of any such examination or proceedings and any remedial actions requested and/or taken as a result of any such examination or proceeding, and (e) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures as applicable (together, the “Fund Procedures”) provided to the Sub-Adviser by the Adviser or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any material amendments thereto, and institute and enforce procedures reasonably necessary to prevent “access persons,” as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in a manner and format reasonably determined by the Adviser, including by way of example, via submission through DiligenceVault; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; appropriate pricing sources for such assets and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested pricing information provided by the Chief Compliance Officer of the Trust.Fund’s pricing agents is reasonable; (io) Except as applicable, file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (the “Exchange Act), with respect to its duties as are set forth herein; (p) except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the CEA, the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a FundPortion, the Sub-Adviser shall promptly forward such notices to the Adviser and, with and will provide to the consent of the Adviser, may provide Adviser such information about any the Fund to third parties as the Adviser may request for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund a continuing and suitable investment program consistent with Subject to the investment policies, objectives and restrictions supervision of the Fund, as established by the Fund Board and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoingAdviser, the Sub-Adviser shall, with respect to shall manage the investments of the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets Portion in a manner consistent accordance with the ProspectusesFund's investment objective, Written Guidelinespolicies, and Proceduresrestrictions as provided in the Fund's Prospectus and Statement of Additional Information, as may be currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine the securities to be purchasedAdviser, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance compliance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions requirements applicable to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealersregistered investment companies under applicable laws, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further actionincluding, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fundbut not limited to, as the Sub-Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) The Sub-Adviser shall also furnish to or place at the disposal of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act (the “CEA”) and all the rules and regulations promulgated thereunder; of the National Futures Association (ii) all other applicable federal and state laws and regulationsthe “NFA Rules”), and (iii) the provisions those requirements applicable to regulated investment companies under Subchapter M of the Organic Documents. Internal Revenue Code of 1986, as amended (d) The the "Code"). From time to time, the Adviser or the Fund may provide the Sub-Adviser shall keep accurate with written copies of other investment policies, guidelines and detailed records concerning its services under this Agreement and all such records shall be open restrictions applicable to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser Adviser's management of the Allocated Portion, which shall provide to the Adviser copies of any and all documentation relating become effective at such time as agreed upon by both parties. Subject to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to timeforegoing sentences above, the Sub-Adviser shall provide pricing have full discretionary authority to manage the investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and valuation information with respect generally to particular securities it has purchased deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the Allocated Portion. The Adviser and the Fund authorize and empower the Sub-Adviser to execute for each the Fund if the Adviser has determined that such pricing as its agent and valuation information is not otherwise reasonably available to it through standard pricing services. In the event attorney-in-fact all agreements, contracts and other documentation that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased reasonably considers necessary in relation to the purchase, retention and disposition of the permitted securities and investments for the Portfolio is materially inaccurateAllocated Portion. In addition, the Sub-Adviser agrees to promptly notify will, at its own expense: (a) advise the Adviser and/or and the Fund. Sub-Fund in connection with investment policy decisions made by it regarding the Allocated Portion and, upon request, furnish the Adviser acknowledges and the Fund with research, economic and statistical data in connection with the Allocated Portion’s investments and investment policies; (b) submit such reports and information as the Adviser or the Fund may reasonably request to assist the Custodian in its determination of the market value of securities held in the Allocated Portion; (c) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the AdviserAllocated Portion; (d) employ professional portfolio managers and securities analysts who provide research services to the Allocated Portion; (e) place orders for purchases and sales of portfolio investments for the Allocated Portion; (f) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; (g) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with an automated trade file for each transaction effected for the Allocated Portion by the Sub-Adviser, each Fundprovide copies to the Adviser and the Fund upon request, and its custodian promptly forward to the Custodian copies of all brokerage or fund accountant dealer confirmations received by the Sub-Adviser; (h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Fund. The Adviser and the Fund acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling.; (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either in person or via teleconference, with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the TrustTrust or the Adviser, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), Act including, without limitation, providing the Chief Compliance Officer of the Trust with: or the Adviser with (ia) Compliance Procedures, as may be amended current summaries of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); (ii) and the Sub-Adviser will make a summary copy of such its complete compliance manual and other policies and procedures available to the Adviser or the Trust's Chief Compliance Officer to review onsite with the Sub-Adviser), (b) reports of any violations to the Sub-Adviser's compliance policies and procedures that occurred in connection with the provision of Services to the Allocated Portion, (c) a copy of the Sub-Adviser's annual review thereof compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) summaries of any correspondence between the Sub-Adviser and regulatory agency in connection with regulatory examinations or proceedings, and the Sub-Adviser will make a copy of any such correspondence available to the Adviser or the Trust; 's Chief Compliance Officer to review onsite with the Sub-Adviser, and (iiie) upon request, a certificate of the chief compliance officer Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; Laws (ivas such term is defined in Rule 38a-1); (j) direct access comply with all procedures and policies adopted by the Board in compliance with applicable law, including without limitation, Rules 10f-3, 12d3-1, 17a7, 17e-1 and 17j-1 under the 1940 Act, and the Pricing and Valuation Procedures (together, “Fund Procedures”) provided to the Sub-Adviser by the Advisor or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Adviser’s chief ; (k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to prevent "access persons," as such term is defined in as such term is defined in Rule 17j-1, from violating its Code of Ethics; (l) promptly complete and return to the Adviser or the Trust any compliance officerquestionnaires or other inquiries submitted to the Sub-Adviser in writing; (m) furnish to the Trustees such information as may reasonably be requested in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of approving this Agreement, the renewal thereof or any amendment hereto; and (n) as reasonably requested by the Chief Compliance Officer Fund, provide the Fund with information and advice regarding assets in the Allocated Portion to assist the Fund in determining the appropriate valuation of such assets and the Trust; appropriate pricing sources for such assets and whether pricing information provided by the Fund’s pricing agents is reasonable; (vo) a completed quarterly informational questionnaire regarding file with the Sub-Adviser’s compliance program; SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Securities Exchange Act of 1934 (vi) quarterly certifications indicating whether there were Material Compliance Matters (the "Exchange Act"), with respect to its duties and Services as that term is defined by Rule 38a-1) that arose under investment manager as set forth herein. For the compliance policies and procedures avoidance of the Trustdoubt, the Adviser and/or the any such filings are made at Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.and/or Bxxxxxx Xxxxxxx & Co level; (ip) Except except as permitted by the Trust Fund Procedures, the Sub-Adviser will shall treat confidentially, and shall not disclose but shall treat confidentially without the consent of the Fund, all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades).) and; (jq) upon request, will review the Fund’s Summary Prospectus, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively, the “Disclosure Documents”) in order to ensure that, with respect to the disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated Portion and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, the Code, the CEA , the NFA Rules and any other applicable state and/or self-regulatory organization regulations; and (iii) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with their approval of this Agreement. The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each Fundin, the Allocated Portion. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each the Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as established by the Fund and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time Manager and provided to the Sub-Adviser consistent with Section 1(a) of this Agreement; (iii) determine in writing. The current policies, objectives and restrictions are attached hereto as Exhibit A. From time to time, the securities to be purchased, sold Manager or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions to custodians designated by the Adviser or the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as provide the Sub-Adviser with written copies of additional or amended investment policies, guidelines and restrictions, which shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) become effective at such time as agreed upon by both parties. The Sub-Adviser shall also furnish to or place at will manage the disposal Allocated Portion of the Adviser and/or assets in the Trust such informationFund by providing investment recommendations to the Manager with respect to the allocated Portion, evaluationsand perform the functions set forth below, analyses subject to the overall supervision, direction, control and opinions formulated review of the Manager, consistent with the applicable investment policies, guidelines and restrictions, or obtained by any directions or instructions delivered to the Sub-Adviser in writing by the discharge of its duties, as Manager or the Adviser and/or Trust may, Fund from time to time, reasonably request. (c) The Sub-Adviser agrees, that in performing its duties hereunder, it will comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all rules and regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) the provisions of the Organic Documents. (d) The Sub-Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust, the Adviser and any appropriate regulatory authorities. The Sub-Adviser shall provide further subject to the Adviser copies plenary authority of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request Board of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing servicesTrustees. In the event that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify the Adviser and/or the Fund. Sub-Adviser acknowledges that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviseraddition, the Sub-Adviser will, at its own expense: (a) provide the Manager with purchase and sale recommendations and security rankings (the “Recommendations”), in the form of model portfolios or otherwise as appropriate pursuant to investment strategies of the Sub-Adviser specified in Exhibit A (ithe “Investment Strategies”). This information and/or data shall be provided to the Manager on a prompt basis, once available to the Sub-Adviser’s clients generally, to allow the Manager to effect on a timely basis purchases and sales plus portfolio weightings and asset allocations for the Fund. In addition, the Sub-Adviser shall provide updated Recommendations when requested by the Manager if the Manager believes that market conditions require such updates. The Manager will provide the Sub-Adviser with written instructions concerning transmission of the Recommendations and other communications to the Manager. In providing research under this Agreement, the Sub-Adviser shall comply with all of the Manager’s reasonable operating requirements, as the same may be communicated in writing by the Manager to the Sub-Adviser from time to time; (b) render to the Manager written recommendations for each of the Investment Strategies, based upon the information received from the Manager regarding the Fund; (c) from time to time at the request of the Manager, meet, either in person or via teleconference, with the Adviser Manager and with such other persons as the Adviser Manager may designate, including the Board, designate on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each the Fund; and/or ; (iid) maintain and preserve accurate and detailed records relating to its services hereunder, including records of all Recommendations made during its performance of this Agreement, and all such records shall be open to inspection at all reasonable times by the Manager or Fund and any appropriate regulatory authorities. The Sub-Adviser shall provide written materials to the Adviser Manager or Fund copies of any and such other persons all documentation relating to the Recommendations upon reasonable request; (e) provide, at the request of the Manager from time to time, pricing and valuation information with respect to particular securities it has recommended for the Fund as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating Manager has determined to each Fund.be reasonably appropriate; (gf) The Adviser Manager and the Sub-Adviser agree that only the Sub-Adviser Manager will exercise “investment discretion” over Allocated Assets the Fund within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”)1934, and the Sub-Adviser Manager shall be responsible for filing any required reports on its behalf with the SEC U.S. Securities and Exchange Commission pursuant to Section 13(f) and the rules and regulations thereunder.; (g) The Manager shall be responsible for taking action on behalf of clients for all matters in which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in the Fund, including, but not limited to, optional tender offers, Dutch auctions, and odd lot tender offers, in accordance with the Manager’s written proxy voting policies and procedures; (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in connection with the Trust’s compliance with the federal securities laws, as such term is defined in respect of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: with (ia) Compliance Procedures, as may be amended current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under the compliance policies and procedures of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.); and (i) Except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each the Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades). (j) . The Adviser Fund or its agent will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the cash requirements of, and cash available for investment in each in, the Fund. The Adviser Fund or each Fund’s custodian (the “Custodian”) its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for each the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) The Adviser . Manager will be responsible for all class actions and lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser and, with the consent of the Adviser, may provide information about any Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Advisors Series Trust)

PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. The Sub-Adviser will provide for each Fund the Allocated Portion a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of the Fund, as Fund pursuant to investment guidelines established by the Fund Trust and the Adviser and set forth in the Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Adviser and Sub-Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses, as may be amended from time to time (“Written Guidelines”) and the Trust Procedures. (a) The Sub-Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the Allocated Assets of each Fund. Without limiting the generality of the foregoing, the Sub-Adviser shall, with respect to the Allocated Assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Prospectuses, Written Guidelines, and Procedures, as may be amended from time to time and provided to the Sub-Adviser in writing (the “Investment Guidelines”). The parties acknowledge the current Investment Guidelines applicable to the Allocated Portion, including descriptions of each of the one or more strategies to be employed by the Sub-Adviser from time to time in respect of the Allocated Portion (together, the "Strategies" and each, a "Strategy") have been provided to the Sub-Adviser. From time to time, the Adviser or the Trust may provide the Sub-Adviser with written copies of additional or amended investment guidelines, or the Adviser or Sub-Adviser may determine to add, amend, or discontinue one or more new or existing Strategies, in each case which shall become effective at such time as agreed upon by both parties in writing and promptly incorporated as an amendment of the Investment Guidelines (with any corresponding amendments, if necessary, to the Fund’s Prospectus and SAI being the responsibility of the Adviser and/or Trust). The Sub-Adviser will manage the investment and reinvestment of the Allocated Portion, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Adviser, consistent with Section 1(a) the applicable Investment Guidelines or any directions or instructions delivered to the Sub-Adviser in writing by the Adviser or the Trust from time to time, and further subject to the plenary authority of the Board of Trustees. It is acknowledged and agreed by the parties to this Agreement that any amendment to the Investment Guidelines from time to time as described above, including any addition, amendment or discontinuance of a Strategy or Strategies, will not constitute a termination of this Agreement; (iii) determine , and further that any termination of this Agreement shall be made in accordance solely with the securities provisions of Section 8 of this Agreement. Consistent with the Investment Guidelines, unless otherwise directed in writing by the Adviser or the Trust, the Sub-Adviser shall have full discretionary authority to manage the investment of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property comprising or relating to the Fund. In addition, the Sub-Adviser will in the performance of its duties and obligations under this Agreement in respect of the Allocated Portion: a. advise the Adviser and the Trust in connection with investment policy decisions to be purchasedmade by it regarding the Allocated Portion; b. provide to the Adviser performance analysis and market commentary (the “Investment Report”) pertaining to each calendar quarter during the term of this Agreement, sold within fifteen (15) business days after the end of each quarter. In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Sub-Adviser. The subject of each Investment Report shall be mutually agreed upon by the Adviser and Sub-Adviser, which agreement shall not prohibit the Adviser from publicly distributing the same or otherwise disposed similar information as is contained within each Investment Report; c. submit such reports and information as the Adviser or the Trust may reasonably request to assist the Fund’s custodian (the “Custodian”) in its determination of the market value of securities held in the Allocated Portion; d. place orders for purchases and sales of portfolio investments for the Allocated Portion; e. give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Allocated Portion; f. maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Adviser, to the extent not maintained by the Adviser or another agent of the Trust, and the timing Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Trust or the Adviser copies of any such records upon the Trust’s or Adviser’s request; g. as soon as practicable after the close of business each day, but no later than the close of business the following business day, provide the Custodian (generally via electronic file format) with the trade information for each transaction effected for the Allocated Portion, provide copies of such purchasestrade tickets to the Adviser and the Trust upon request, sales and dispositions; (iv) promptly forward to the Custodian copies of all brokerage or dealer confirmations; h. absent specific instructions to the contrary provided to it by the Adviser or the Trust, and subject to its receipt of all necessary voting materials, vote all proxies for securities and exercise all other voting rights with respect to such securities investments of the Allocated Portion in accordance with the Sub-Adviser’s written proxy voting policies and procedures; (v) promptly issue settlement instructions policy as most recently provided to custodians designated by the Adviser or and approved by the Trust; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (vii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers Adviser hereby delegates to execute such orders on behalf of the Fund, as the Sub-Adviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and investments of the Allocated Portion. The Sub-Adviser’s proxy voting policies shall deem necessary comply with any rules or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) regulations promulgated by the SEC. The Sub-Adviser shall also furnish to maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or place at the disposal longer, if required by law), of the Adviser and/or the Trust such information, evaluations, analyses and opinions formulated or obtained by the Sub-Adviser in Adviser’s voting procedures, of the discharge of its duties, as the Adviser and/or Trust may, from time to time, reasonably request. (c) The Sub-Adviser agreesAdviser’s actual votes, that in performing its duties hereunder, it will and such other information required for the Trust to comply with (i) the 1940 Act, the Advisers Act, the Commodity Exchange Act and all any rules and or regulations promulgated thereunder; (ii) all other applicable federal and state laws and regulations, and (iii) by the provisions SEC in respect of the Organic Documents. (d) Fund. The Sub-Adviser shall keep accurate and detailed records concerning its services under supply updates of this Agreement and all such records shall be open record to inspection at all reasonable times by the Trust, the Adviser or any authorized representative of the Adviser, or to the Trust on a quarterly basis (or more frequently, if required by law), in order to enable the Trust to complete proxy voting information in respect of the Fund as required by Form N-1A under the 1940 Act and any appropriate regulatory authoritiesthe Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Sub-Adviser shall provide to the Adviser copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Sub-Adviser agrees that all records which it maintains for each Fund are the property of Trust with information regarding the Fund policies and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request. (e) At the request of the Adviser from time to time, the Sub-Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Adviser has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event procedures that the Sub-Adviser believes a valuation provided by a pricing service for a security it has purchased for uses to determine how to vote proxies relating to the Portfolio is materially inaccurate, Sub-Adviser agrees to promptly notify Allocated Portion. The Trust or the Adviser and/or the Fund. Sub-Adviser acknowledges may request that the Adviser, Sub-Adviser, each Fund, and its custodian or fund accountant may use different pricing vendors, which may result in valuation discrepancies and in the event of such discrepancies, the valuation used by each Fund to calculate its net asset value shall be controlling. (f) From time to time at the request of the Adviser, the Sub-Adviser will, at its own expense, (i) meet, either vote proxies for the Allocated Portion in person or via teleconference, accordance with the Adviser and with such other persons as the Adviser may designate, including the Board, on reasonable notice and at reasonable times and locations, Fund’s proxy voting policies; i. to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Adviser and such other persons as the Adviser may designate, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund. (g) The Adviser and the Sub-Adviser agree that only the Sub-Adviser will exercise “investment discretion” over Allocated Assets within the meaning of Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Sub-Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) and the rules and regulations thereunder. (h) To the extent reasonably requested by the Trust, the Sub-Adviser will use its commercially reasonable best efforts to assist the Chief Compliance Officer of the Trust in connection (“CCO”) comply with the Trust’s compliance with the federal securities laws, as such term is defined in applicable requirements of Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”)Act and the Trust Service Agreements, including, without limitation, providing the Chief Compliance Officer CCO with (a) current copies of the Trust with: (i) Compliance Procedures, as may be amended compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto); , (iib) a summary of such policies and procedures in connection with the annual review thereof by the Trust; Trust required under Rule 38a-1, and (iiic) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Sub-Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Sub-Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters Laws (as that such term is defined by in Rule 38a-1) that arose under ); j. act in conformity with the compliance policies and procedures Declaration of the Trust, the Adviser and/or the Sub-Adviser in such detail as may be reasonably requested by the Chief Compliance Officer Prospectus and SAI and conform to and comply with applicable requirements of the Trust.1940 Act, the Internal Revenue Code of 1986 and all other applicable federal laws and regulations, as each is amended from time to time; and (i) Except k. except as permitted by the Trust ProceduresTrust’s policies and procedures, the Sub-Adviser will not disclose but shall treat confidentially all information in respect of the portfolio investments of each Fundthe Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by each Fundthe Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Fund Allocated Portion (including past, pending and proposed trades). (j) . The Adviser or its agent authorized agents will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each the Fund and the Allocated Portion and the cash requirements of, and cash available for investment in each Fund. The in, the Fund and the Allocated Portion, and the Adviser or each Fund’s custodian (the “Custodian”) its authorized agents will timely provide the Sub-Adviser Adviser, or arrange for the Trust to provide the Sub-adviser, with copies of monthly accounting statements for each Fundthe Fund and, if applicable, the Allocated Portion, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. (k) . The Adviser acknowledges and agrees that except as permitted by the Trust’s policies and procedures, as requested by any regulatory authority, or as otherwise necessary for the operation of the Fund, it will not disclose but shall treat confidentially and shall not use for any other purpose all information in respect of the portfolio investments of the Allocated Portion, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by the Allocated Portion, and any and all trades of portfolio securities or other transactions effected for the Allocated Portion (including past, pending and proposed trades). The Adviser or the Trust will be responsible for all handling any class actions and or other lawsuits involving the Fund or securities held, or formerly held, in the Allocated Assets of each Fund. The Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving any the Fund, including those involving securities presently or formerly held in the Allocated Assets of a Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by the Sub-Adviser involving issuers presently or formerly held in the Allocated Assets of a Fund, the Sub-Adviser shall promptly forward such notices to the Adviser or the Trust and, with the consent of the AdviserAdviser and the Trust, may provide information about any the Fund to third parties for purposes of participating in any settlements relating to such class actions. (l) For the purpose of complying with Rule 10f-3(a)(5), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Adviser hereby agrees that with respect to transactions in securities or other assets for a Fund: (i) it will not consult with any other sub-adviser to the Fund or any sub-adviser to a separate series of the Trust for which the Adviser serves as investment adviser; and (ii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Allocated Assets. Adviser will furnish to Sub-Adviser a current list of all such sub-advisers and principal underwriters and affiliated persons thereof, as well as affiliated persons of the Fund, and shall notify Sub-Adviser promptly of any changes to such list.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust)

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