PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense: (a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio; (b) submit such reports and information as the Advisor 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 Portfolio; (c) place orders for purchases and sales of portfolio investments for the Portfolio; (d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio; (e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request; (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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies; (h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records; (i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio; (j) 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 7 hereof; (k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and (l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 6 contracts
Samples: Investment Sub Advisory Agreement (Unified Series Trust), Investment Sub Advisory Agreement (Unified Series Trust), Investment Sub Advisory Agreement (Unified Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 6 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and oversight of the Board of TrusteesTrustees and consistent with its fiduciary duties to the Fund, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the PortfolioSub-Adviser Account, including purchase, retention and disposition of securitiessecurities and other investments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, Prospectus and on each business day during the term of in accordance with this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor Agreement. The Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio Sub-Adviser Account pursuant to this Agreement if the Advisor Adviser deems such reallocation allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Adviser shall be subject to and comply with:
(i) this Agreement, the 1940 Act, the regulations and any other requirement of state or federal laws including without limitation the rules, regulations and policy statements approved or issued by the SEC or CFTC under such laws and all applicable securities laws in the jurisdiction where the Sub-Adviser is located or in which the Sub-Adviser Account invests, as amended from time to time (collectively, “Relevant Law”);
(ii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iii) the supervision of the Board of Trustees of the Trust; and
(iv) such specific instructions as the Board of Trustees of the Trust or the Adviser may adopt and communicate to the Sub-Adviser. The Sub-Adviser shall immediately notify Adviser if it is unable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-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-Advisor Adviser hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor to a 3 To 1 adviser the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor Adviser Account.
(c) The Sub-Adviser shall monitor its compliance with current information as the Prospectus at all times and shall report to Adviser immediately any transactions or holdings that may be in violation of the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsProspectus. The Sub-Advisor Adviser shall have the sole obligation to correct any such violation of the Prospectus and shall reimburse Adviser, the Fund or the Sub-Adviser Account for any and all losses, costs or damages resulting from such violation if such violation breaches the Sub-Adviser’s standard of care set forth in Section 7.
(d) If for any reason that is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Sub-Adviser Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Adviser Account ceases to comply with the Prospectus, then the Sub-Adviser must promptly remedy the non-compliance.
(e) The Sub-Adviser must use reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Adviser relating to the assets allocated to the Sub-Adviser Account promptly.
(f) The Sub-Adviser will, at its own expense:
(ai) advise the Advisor Adviser and the Fund in connection with investment policy decisions to be made by it regarding the Portfolio Sub-Adviser Account and, upon request, furnish the Advisor Adviser with research, economic and statistical data in connection with the PortfolioSub-Adviser Account’s investments and investment policies for the Portfoliopolicies;
(bii) submit such reports and information as the Advisor or the Fund may reasonably request to assist furnish 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions with daily information as to the executed trades. The Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required should receive this data by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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, . The Sub-Adviser must provide the Custodian with copies of trade tickets for each transaction effected for the PortfolioFund, and provide copies to the Advisor Adviser or Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(giii) as soon as practicable (with 5 business days submit such reports and information as the guideline) following Adviser or the end Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments market value of securities held in the Portfolio as Fund. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the last day Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Adviser or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Adviser Account, upon the reasonable request of the month Adviser or calendar quarter Custodian; (as applicable)c) upon the request of the Adviser or Custodian, confirming pricing and providing recommendations for fair valuations; and (d) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such other information relating to the Portfolio as the Advisor may reasonably request in connection Adviser or Trust upon request, with any accounting services such records being deemed Trust records. The parties acknowledge that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor Adviser and the Custodian or recordkeeping agent of the Fund’s accounting agent Fund may use different pricing vendors, which may result in valuation discrepancies;
(hiv) absent specific written place orders for purchases and sales of portfolio investments for the Sub-Adviser Account;
(v) give instructions to the contrary provided to it by Custodian, connection with such purchases and sales, concerning the Advisor, delivery of securities and subject to its receipt transfer of all necessary voting materials, vote all proxies with respect to investments of the Portfolio in accordance with cash for the Sub-Advisor’s proxy voting policy as most recently provided Adviser Account;
(vi) maintain records relating to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests portfolio transactions and placing and allocation of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or brokerage orders with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence Adviser Account as are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause required to be forwarded to maintained by the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, Trust in accordance 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolioapplicable laws and regulations, including but not limited to those the 1940 Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by Form Napplicable law, all documents and records relating to the services provided by the Sub-PXAdviser pursuant to this Agreement required to be prepared and maintained by the Sub-Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Adviser Account, which are in possession of the Sub-Adviser, shall be the property of the Trust. The Adviser or its representatives, shall have access to such books and records at all times during the Sub-Adviser’s normal business hours. Upon the reasonable request of the AdvisorAdviser or the Trust, copies of any such books and records shall be provided promptly by the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable Adviser to the Advisor, attesting to Adviser or the accuracy and completeness Trust or any other representatives of such proxy voting recordsthe Adviser or the Trust;
(ivii) inform cooperate with the Advisor Fund’s independent public accountants and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate shall take reasonable action to make all necessary information available to the management accountants for the performance of the Portfolioaccountants’ duties;
(jviii) assist in the preparation of all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G, if required, with respect to securities held in the Sub-Adviser Account;
(x) 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 7 8 hereof;
(kxi) notify the Advisor Adviser 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-Adviser Account or senior management of the Sub-Adviser in time sufficiently prior to any such change to enable the Adviser 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;
(xii) report to the Adviser and the Trust prior to each meeting of the Board of Trustees, all material changes in the Sub-Adviser Account since the prior report, and will also keep the Adviser and the Trust informed of important developments affecting the Sub-Adviser Account and the Sub-Adviser, and on its ownership within a reasonable own initiative, or as reasonably requested by the Adviser, furnish the Board of Trustees from time prior to time with such changes; andinformation as the Sub-Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Adviser Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Adviser Account maintains investments, or otherwise;
(lxiii) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to the Sub-Adviser’s management of the Sub-Adviser Account, in connection with (a) the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities SEC thereunder and Exchange Commission (“SEC”)thereunder, and b) Rule 38a-1 of the 1940 Act. Such With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (ia) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities lawsFederal Securities Laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (iib) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iiic) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (ivd) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (ve) promptly providing special reports to the Trust’s chief compliance officer upon request; and (f) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the Adviser, as requested by the Trust, the Adviser, or both; and
(xv) within the time period agreed upon between the Adviser and Sub-Adviser following a calendar quarter end, the Sub-Adviser’s chief compliance officer shall complete and deliver a compliance questionnaire to Adviser and the Trust, certifying that no material breaches of policy or procedures have occurred in relation to the event of compliance problemsSub-Adviser Account.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (ALPS Series Trust), Investment Sub Advisory Agreement (ALPS Series Trust), Investment Sub Advisory Agreement (ALPS Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateTrustees. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% [ ]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner manner, consistent with the Sub-Advisor’s proxy voting policy, 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems. For the avoidance of doubt, the Sub-Adviser shall not be responsible for filing proofs of claim on behalf of the Trust or Fund.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and the Board of Trustees, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 100% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to that the Sub-Advisor of not less than 3 business days, the Advisor Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor Adviser deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor Adviser hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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 FundFund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor adviser to a 3 To 1 Fund fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorAdviser. The Advisor Adviser will provide the furnish to Sub-Advisor with Adviser a current information as to the identity list of all such other sub-advisors to advisers and principal underwriters and affiliates thereof, as well as affiliates of the Fund or to any other 3 To 1 Fund, and shall notify Sub-Adviser promptly of any changes to such affiliated personslist. The Sub-Advisor Adviser will, at its own expense:
(a) advise consult with the Advisor Adviser from time to time in connection with investment policy decisions to be made by it regarding the Portfolio and, portion of the Fund managed by Sub-Adviser and upon request, furnish the Advisor Adviser with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Adviser;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-AdvisorAdviser, to the extent not maintained by the Adviser or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor Adviser upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor Adviser with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor Adviser may reasonably request in connection with any accounting services that the Advisor Adviser or its agents provide for the Fund. Advisor Adviser acknowledges that Sub-Advisor Adviser and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the AdvisorAdviser, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-AdvisorAdviser’s proxy voting policy as most recently provided to the AdvisorAdviser and the Trust. The Sub-Advisor Adviser may use the services of a proxy voting agent to vote proxies on behalf of the Fund. 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 Portfolio. The Sub-AdvisorAdviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor Adviser shall cause to be forwarded to the Sub-AdvisorAdviser. The Sub-Advisor Adviser further agrees that it will provide the Board of Trustees, as the Board of Trustees 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 of Trustees may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Sub-Advisor Adviser shall provide the Advisor Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the AdvisorAdviser, the Sub-Advisor Adviser will also provide an annual certification, in a form reasonably acceptable to the AdvisorAdviser, attesting to the accuracy and completeness of such proxy voting records. The Sub-Adviser will not be responsible for taking any independent action or rendering any advice with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund; however, solely to the extent necessary to protect and preserve the interest of the Fund, the Sub-Adviser will provide reasonable cooperation with Adviser in such things as assisting the Adviser to make certain filings and maintaining the Fund’s security interest, but the Sub-Adviser shall not be responsible for making any such related filings nor rendering advice in connection therewith;
(i) inform the Advisor Adviser and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor Adviser of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer Chief Compliance Officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer Chief Compliance Officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer Chief Compliance Officer in the event of compliance problems.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s fundamental policies, investment objectives, and investment restrictions as stated in the Prospectus. As of The Advisor shall determine the date of this Agreement approximately [TBD]% portion of the Fund’s investable assets will to be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the . The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(217a- 10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (each, a “3 To 1 PMC Fund,” and together, the “PMC Funds”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-agrees to furnish Sub- Advisor with a current information as to the identity list of all such other sub-advisors to the Fund or PMC Funds and to update such list if there are any other 3 To 1 Fund, and any such affiliated personschanges to the sub-advisors to the PMC Funds. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor or the Board of Trustees with evaluations, opinions, research, economic and statistical data in connection with the PortfolioFund’s investments investments, investment policies and investment policies for policy decisions as the PortfolioAdvisor or the Board of Trustees may reasonably request;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.5:00
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and oversight of the Board of TrusteesTrustees and consistent with its fiduciary duties to the Fund, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the PortfolioSub-Adviser Account, including purchase, retention and disposition of securitiessecurities and other investments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, Prospectus and on each business day during the term of in accordance with this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor Agreement. The Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio Sub-Adviser Account pursuant to this Agreement if the Advisor Adviser deems such reallocation allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Adviser shall be subject to and comply with:
(i) this Agreement, the 1940 Act, the regulations and any other requirement of state or federal laws including without limitation the rules, regulations and policy statements approved or issued by the SEC or CFTC under such laws and all applicable securities laws in the jurisdiction where the Sub-Adviser is located or in which the Sub-Adviser Account invests, as amended from time to time (collectively, “Relevant Law”);
(ii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iii) the supervision of the Board of Trustees of the Trust; and
(iv) such specific instructions as the Board of Trustees of the Trust or the Adviser may adopt and communicate to the Sub-Adviser. The Sub-Adviser shall immediately notify Adviser if it is unable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-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-Advisor Adviser hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor to a 3 To 1 adviser the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor Adviser Account.
(c) The Sub-Adviser shall monitor its compliance with current information as the Prospectus at all times and shall report to Adviser immediately any transactions or holdings that may be in violation of the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsProspectus. The Sub-Advisor Adviser shall have the sole obligation to correct any such violation of the Prospectus and shall reimburse Adviser, the Fund or the Sub-Adviser Account for any and all losses, costs or damages resulting from such violation if such violation breaches the Sub-Adviser’s standard of care set forth in Section 7.
(d) If for any reason that is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Sub-Adviser Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Adviser Account ceases to comply with the Prospectus, then the Sub-Adviser must promptly remedy the non-compliance.
(e) The Sub-Adviser must use reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Adviser relating to the assets allocated to the Sub-Adviser Account promptly.
(f) The Sub-Adviser will, at its own expense:
(ai) advise the Advisor Adviser and the Fund in connection with investment policy decisions to be made by it regarding the Portfolio Sub-Adviser Account and, upon request, furnish the Advisor Adviser with research, economic and statistical data in connection with the PortfolioSub-Adviser Account’s investments and investment policies for the Portfoliopolicies;
(bii) submit such reports and information as the Advisor or the Fund may reasonably request to assist furnish 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions with daily information as to the executed trades. The Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required should receive this data by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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, . The Sub-Adviser must provide the Custodian with copies of trade tickets for each transaction effected for the PortfolioFund, and provide copies to the Advisor Adviser or Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(giii) as soon as practicable (with 5 business days submit such reports and information as the guideline) following Adviser or the end Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments market value of securities held in the Portfolio as Fund. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the last day Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Adviser or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Adviser Account, upon the reasonable request of the month Adviser or calendar quarter Custodian; (as applicable)c) upon the request of the Adviser or Custodian, confirming pricing and providing recommendations for fair valuations; and (d) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such other information relating to the Portfolio as the Advisor may reasonably request in connection Adviser or Trust upon request, with any accounting services such records being deemed Trust records. The parties acknowledge that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor Adviser and the Custodian or recordkeeping agent of the Fund’s accounting agent Fund may use different pricing vendors, which may result in valuation discrepancies;
(hiv) absent specific written place orders for purchases and sales of portfolio investments for the Sub-Adviser Account;
(v) give instructions to the contrary provided to it by Custodian, connection with such purchases and sales, concerning the Advisor, delivery of securities and subject to its receipt transfer of all necessary voting materials, vote all proxies with respect to investments of the Portfolio in accordance with cash for the Sub-Advisor’s proxy voting policy as most recently provided Adviser Account;
(vi) maintain records relating to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests portfolio transactions and placing and allocation of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or brokerage orders with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence Adviser Account as are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause required to be forwarded to maintained by the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, Trust in accordance 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolioapplicable laws and regulations, including but not limited to those the 1940 Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by Form Napplicable law, all documents and records relating to the services provided by the Sub-PXAdviser pursuant to this Agreement required to be prepared and maintained by the Sub-Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Adviser Account, which are in possession of the Sub-Adviser, shall be the property of the Trust. The Adviser or its representatives, shall have access to such books and records at all times during the Sub-Adviser’s normal business hours. Upon the reasonable request of the AdvisorAdviser, copies of any such books and records shall be provided promptly by the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable Adviser to the Advisor, attesting to the accuracy and completeness of such proxy voting recordsAdviser or its representatives;
(ivii) inform cooperate with the Advisor Fund’s independent public accountants and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate shall take reasonable action to make all necessary information available to the management accountants for the performance of the Portfolioaccountants’ duties;
(jviii) assist in the preparation of all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G, if required, with respect to securities held in the Sub-Adviser Account;
(x) 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 7 8 hereof;
(kxi) notify the Advisor Adviser 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-Adviser Account or senior management of the Sub-Adviser in time sufficiently prior to any such change to enable the Adviser 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;
(xii) report to the Adviser and the Trust prior to each meeting of the Board of Trustees, all material changes in the Sub-Adviser Account since the prior report, and will also keep the Adviser and the Trust informed of important developments affecting the Sub-Adviser Account and the Sub-Adviser, and on its ownership within a reasonable own initiative, or as reasonably requested by the Adviser, furnish the Board of Trustees from time prior to time with such changes; andinformation as the Sub-Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Adviser Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Adviser Account maintains investments, or otherwise;
(lxiii) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to the Sub-Adviser’s management of the Sub-Adviser Account, in connection with (a) the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities SEC thereunder and Exchange Commission (“SEC”)thereunder, and b) Rule 38a-1 of the 1940 Act. Such With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer upon request; and (vi) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the Adviser, as requested by the Trust, the Adviser, or both; and
(xv) within the time period agreed upon between the Adviser and Sub-Adviser following a calendar quarter end, the Sub-Adviser’s chief compliance officer shall complete and deliver a compliance questionnaire to Adviser and the Trust, certifying that no material breaches of policy or procedures have occurred in relation to the event of compliance problemsSub-Adviser Account.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (ALPS Series Trust), Investment Sub Advisory Agreement (ALPS Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateTrustees. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data information in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of Subject to the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth stated in its Prospectus and Statement of Additional Information (“Investment Guidelines”)the then effective Prospectus, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio, as applicable; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundPortfolio, it will not consult with any other sub-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 FundPortfolio, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsPortfolio. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for policies, to the Portfolioextent such data is prepared by the Sub-Advisor in the ordinary course of its business or otherwise can be obtained without unreasonable expense;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers), Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the each Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As With respect to the Sound Mind Investing Fund, as of the date of this Agreement approximately [TBD]% 40% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees with respect to each Fund that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor or the a Fund may reasonably request to assist Huntington National Bank, the Fund’s Funds’ custodian (the “Custodian”), and Huntington Asset Services, administrator or and fund accounting agent, in its or their determination of the market value of securities held in the Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Funds are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon the a Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundFunds. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s Funds’ accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by SEC Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in the Sub-Advisor’s corporate ownership, management team, investment strategy or tactics or in key personnel as they relate to the management of who manage or service the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its equity ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s Board of Trustees and chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (Valued Advisers Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 40% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor or the Fund may reasonably request to assist Huntington National Bank, the Fund’s custodian (the “Custodian”), and Huntington Asset Services, administrator or and fund accounting agent, in its or their determination of the market value of securities held in the Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by SEC Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in the Sub-Advisor’s corporate ownership, management team, investment strategy or tactics or in key personnel as they relate to the management of who manage or service the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its equity ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s Board of Trustees and chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Unified Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. The Sub-Advisor shall have authority to exercise any right, including the right to vote incident to any securities or any property held in the Portfolio, and to issue instructions to the Custodian for such purposes. Notwithstanding the foregoing, the Sub-Advisor shall not be obligated to take any action or render advice involving legal action on the Fund’s behalf with respect to assets in the Portfolio that become subject to any legal notices or proceedings, including securities class actions and bankruptcies. The Trust and Fund retain the right to proceed directly as a security holder against the issuer of any security in the Portfolio. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and Fund’s investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of portfolio manager(s) for the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; provided that such notice shall not be given if doing so would be a violation of law or regulation by the Sub-Advisor or its affiliates; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor Advisor to the Fund, or with any sub-advisor 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 Funda PMC Fund (as defined below), it will not consult with any sub-advisor Advisor to a separate series of the Trust for which the Advisor serves as investment advisor Advisor (a “3 To 1 PMC Fund”), or with any sub-advisor Advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise consult with the Advisor from time to time in connection with investment policy decisions to be made by it regarding the Portfolio and, portion of the Fund managed by Sub-Advisor and upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor may use the services of a proxy voting agent to vote proxies on behalf of the Fund. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;. The Sub-Advisor will not be responsible for taking any independent action or rendering any advice with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund; however, solely to the extent necessary to protect and preserve the interest of the Fund, the Sub-Advisor will provide reasonable cooperation with Advisor in such things as assisting the Advisor to make certain filings and maintaining the Fund’s security interest, but the Sub-Advisor shall not be responsible for making any such related filings nor rendering advice in connection therewith.
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Advisors Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer Chief Compliance Officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer Chief Compliance Officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer Chief Compliance Officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s fundamental policies, investment objectives, and investment restrictions as stated in the Prospectus. As of The Advisor shall determine the date of this Agreement approximately [TBD]% portion of the Fund’s investable assets will to be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the . The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(217a- 10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundPortfolio, it will not consult with any other sub-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 FundPortfolio, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (each, a “3 To 1 PMC Fund,” and together, the “PMC Funds”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-agrees to furnish Sub- Advisor with a current information as to the identity list of all such other sub-advisors to the Fund or PMC Funds and to update such list if there are any other 3 To 1 Fund, and any such affiliated personschanges to the sub-advisors to the PMC Funds. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor or the Board of Trustees with evaluations, opinions, research, economic and statistical data in connection with the Portfolio’s respect to its investments, investments and investment policies decisions for the PortfolioPortfolio as the Advisor or the Board of Trustees may reasonably request;
(b) submit such reports and information as the Advisor 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 Portfolio. The Advisor and the Fund acknowledge that the Sub-Advisor is not the valuation agent for the Fund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.5:00
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 25% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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 Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise consult with the Advisor from time to time in connection with investment policy decisions to be made by it regarding the Portfolio and, portion of the Fund managed by Sub-Advisor and upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor may use the services of a proxy voting agent to vote proxies on behalf of the Fund. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records. The Sub-Advisor will provide reasonable cooperation to the Advisor with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund, but the Sub-Advisor shall not be responsible for rendering advice in connection therewith;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and;
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems, and
(m) promptly notify the Advisor and the Trust’s chief compliance officer of any audit, examination or non-routine request for information by any state or federal regulatory authority and provide to the Advisor copies of any reports, letters or enforcement or other actions of such regulatory authorities arising in connection therewith.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of Subject to the fundamental policies, investment objectives, and investment restrictions of the Fund Fund, as set forth stated in its Prospectus and Statement of Additional Information (“Investment Guidelines”)the Prospectus, and subject to the supervision and review of the Advisor and the Board of Trustees of the Trust (the “Board of Trustees” or the “Board”), the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio, as applicable; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(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-Advisor hereby agrees thatthat the Sub-Advisor and its affiliated persons are permitted to enter into transactions with other series of the Trust and other portfolios of the Fund, so long as: (i) with respect to transactions in securities or other assets for the FundTrust, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor Trust that is a principal underwriter for the Fund Trust or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the FundTrust, it neither the Sub-Advisor or an affiliated person will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as an investment advisor (a “3 To 1 Fund”except for the purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its the Sub-Advisor’s responsibility in providing investment advisory services to the Fund Trust shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsPortfolio. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for policies, to the Portfolioextent such data is prepared by the Sub-Advisor in the ordinary course of its business or otherwise can be obtained without unreasonable expense;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions the Advisor’s decision to retain voting authority, as communicated to the contrary provided to it by the AdvisorSub-Advisor with reasonable advance written notice,, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel or the change in any members of its partnership so long as they relate to the management of the Portfolioit is organized as a partnership;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% to be determined] of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor Sub‑Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% Agreement, all (100%) of the each Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund each Fund’s shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, provided that the Advisor has the right at any time to reallocate the portion of the each Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Sub‑Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor sub‑advisor to the FundFunds, or with any sub-advisor sub‑advisor that is a principal underwriter for the Fund Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any sub-advisor sub‑advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 Fund the Funds that is a principal underwriter to a 3 To 1 Fund the Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor Sub‑Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Funds and, upon reasonable request, furnish the Advisor with such research, economic and statistical data as may be in the possession of the Sub-Advisor in connection with the Portfolioeach Fund’s investments and investment policies for the Portfoliopolicies;
(b) upon reasonable advance notice make its officers and employees reasonably available to meet with the Advisor and the Board of Trustees at the Trust’s principal place of business;
(c) submit such reports and information as the Advisor or the Fund Funds may reasonably request to assist the Fund’s Funds’ custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market or fair value of securities held in the PortfolioFunds;
(cd) place orders for purchases and sales of portfolio investments for the Portfolio;
(de) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(ef) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Funds, and the Sub-Advisor Sub‑Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon the a Fund’s request; provided the Sub-Advisor shall be permitted to maintain copies of any such records, including the performance records of the Portfolio, and shall be permitted to use such performance records to promote its services to other accounts, including other fund accounts;
(fg) 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 PortfolioFunds, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor Sub‑Advisor and Custodian or the Fund’s Funds’ accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-AdvisorSub‑Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor Sub‑Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s Funds’ shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-AdvisorSub‑Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-AdvisorSub‑Advisor. The Sub-Advisor Sub‑Advisor 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 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 Sub-Advisor Sub‑Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N‑PX, such information to be provided in a format consistent with the manner in which it is to be disclosed in Form N-PX. Upon request of the Advisor, the Sub-Advisor Sub‑Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) absent specific instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary materials, act on behalf of the Trust with respect to any reorganizations, exchange offers and other voluntary corporate actions (each a “Corporate Action”) with respect to securities held by the Portfolio. The Sub‑Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Funds’ shareholders in taking or abstaining from taking action in connection with any such Corporate Action. The Sub‑Advisor’s obligations in the previous sentence are contingent upon its timely receipt of all relevant materials relating to such Corporate Action, which the Advisor shall cause to be forwarded to the Sub‑Advisor. The Sub‑Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of any actions taken with respect to Corporate Actions during the most recent 12‑month period or such other period as the Board may designate;
(k) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jl) 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 7 hereof;
(km) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(ln) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub‑Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 38a‑1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with it has adopted and implemented policies and procedures reasonably designed to prevent violation of all applicable “federal securities laws,” as required by Rule 38a-1(e)(138a‑1(e)(1) under the 1940 Act, and Rule 206(4)-7 206(4)‑7 under the Advisers Act; (ii) facilitating and cooperating with required third-party third‑party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of violations of the Trust’s policies and procedures, violations of applicable laws, including but not limited to federal and state securities laws, the Commodity Exchange Act (the “CEA”) and any other compliance problemsviolations affecting the Funds.
Appears in 1 contract
Samples: Interim Sub Advisory Agreement (Manager Directed Portfolios)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objective, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 17]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the shall notify Sub-Advisor with current information as to the identity in writing of all such affiliated persons and brokers, including other sub-advisors to the Fund, any sub-advisor that is a principal underwriter for the Fund or an affiliated person of such principal underwriter, Advisor is responsible for periodically notifying the Sub-Advisor of updates to any other 3 To 1 Fund, and any such affiliated persons. this list The Sub-Advisor will, will at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon written request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for as the PortfolioAdvisor shall reasonably request;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s 's request;
(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 a trade file of trade tickets for each transaction transactions effected for the PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its Its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s 's accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s 's proxy voting policy as most recently provided to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s 's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s 's obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably requestrequest in writing, 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 Sub-Advisor or shall provide the Advisor with all proxy voting records relating to the Portfolio, Portfolio including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key changes to senior personnel as they relate to the management who manage assets of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to of such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s 's compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the written reasonable request of the Trust, that the Sub-Advisor It is in compliance with With all applicable “"federal securities laws,” " as required by Rule 38a-1(e)(138a-1 (e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s 's chief compliance officer with direct access to the Sub-Advisor’s its compliance personnelpersonnel upon reasonable prior written notice; (iv) providing the Trust’s 's chief compliance officer with such With periodic reports as he may be reasonably requestedrequest in writing; and (v) promptly providing special reports to the Trust’s 's chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (the “Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(f) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern New York City time the following business day, provide the Custodian with copies of trade tickets SWIFT confirmations for each transaction effected for the Portfolio, and provide copies SWIFT faxes to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 15 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes, if feasible, or if not feasible to give prior notice, promptly after any such change; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderSEC”) thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Unified Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 1/3 of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate, and Advisor shall promptly notify the Sub-Advisor of such reallocation. For the purpose of complying with Rule 10f-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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund (“PMC Fund”), it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), PMC Fund or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(f) as soon as practicable after the close of business each day day, but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with copies of SWIFT trade tickets instructions. In fulfilling this requirement, Sub-Advisor will use its best-efforts; however, as Sub-Advisor's trades are matched prior to trade instructions, Sub-Advisors relies on the broker being used to provide confirmation and if, for each transaction effected for whatever reason, this is delayed, then Sub-Advisor will be delayed in sending out the Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmationsSWIFT instruction;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund Fund, as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)the Trust’s registration statement, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, thatthat the Advisor, with upon prior written notice to the Sub-Advisor of not less than 3 business daysAdvisor, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Funda PMC Fund (“defined below”), it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 Fund PMC Fund, including the Fund, that is a principal underwriter to a 3 To 1 PMC 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 that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsPortfolio. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund Advisor copies of any such records upon the FundAdvisor’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as upon request of the guideline) Advisor, following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. , provided, however, that such voting or abstention, as applicable, shall be in accordance with the Sub-Advisor’s proxy voting policy as currently in effect., The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon reasonable request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics on behalf of the Portfolio or in key personnel as they relate to who have responsibility for the management of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any anticipated material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review 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 PortfolioSub-Advisor Account, including purchase, retention and investment disposition of securitiessecurities and other investments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, Prospectus and on each business day during the term of in accordance with this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio Sub-Advisor Account pursuant to this Agreement if the Advisor deems such reallocation allocation appropriate.
(a) In providing its continuous investment program under this Agreement, the Sub-Advisor shall be subject to and comply with:
(i) this Agreement, the 1940 Act as applicable to the Sub-Advisor Account, the regulations and any other requirement of applicable state or federal laws including the rules, regulations and policy statements approved or issued by the SEC thereunder and all applicable securities laws in the jurisdiction where the Sub-Advisor is located or in which the Sub-Advisor Account invests, as amended from time to time (collectively, “Relevant Law”);
(ii) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account furnished pursuant to Section 4;
(iii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iv) the supervision of the Board of Trustees of the Trust; and
(v) such specific instructions as the Board of Trustees of the Trust or the Advisor may adopt and communicate to the Sub-Advisor. The Sub-Advisor shall promptly notify Advisor if it is unable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-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-Advisor hereby agrees that, with respect to the Sub-Advisor Account: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other known sub-advisor to the Fund, or with any known sub-advisor that is principal underwriter for the Fund or an a known 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 known sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any known sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an a known affiliated person of such principal underwriter; and (iii) its responsibility in providing a continuous investment advisory services program to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. .
(c) The Sub-Advisor will provide shall monitor the compliance of the Sub-Advisor Account with current information as the Investment Guidelines and the Prospectus at all times and shall report to the identity of all such Advisor promptly any transactions or holdings that are, taken on their own and not with any other sub-advisors to advisor, in non-compliance with the Investment Guidelines or the Prospectus. The Sub-Advisor shall correct any such non-compliance of the Sub-Advisor Account, taken on its own, with the Investment Guidelines or Prospectus and shall reimburse Advisor, the Fund or the Sub-Advisor Account for any and all direct costs or damages resulting from such non-compliance if (i) such non-compliance breaches the Sub-Advisor’s standard of care set forth in Section 8 and (ii) such non-compliance resulted from the action or inaction of the Sub-Advisor.
(d) If for any reason which is beyond the reasonable control of the Sub-Advisor, including market movements, contributions to or withdrawals from the Sub-Advisor Account or a change in the nature of any other 3 To 1 Fundinvestment (whether through change in business activity or credit rating), the Sub-Advisor Account ceases to comply with the Investment Guidelines or the Prospectus, then the Sub-Advisor must promptly remedy the non-compliance.The Sub-Advisor must use reasonable efforts to satisfy any instruction relating to the assets allocated to the Sub-Advisor Account from the Advisor or the Trust promptly and in any such affiliated persons. event within a reasonable time following notice thereof.
(e) The Sub-Advisor will, at its own expense:
(ai) reasonably advise the Advisor via access and reporting to activity in connection with investment policy decisions to be made by it regarding the Portfolio Sub-Advisor Account and, upon request, furnish the Advisor with reasonable research, economic and statistical data in connection with the PortfolioSub-Advisor Account’s investments and investment policies for the Portfoliopolicies;
(bii) submit such reports and information as the Advisor or the Fund may reasonably request to assist furnish 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions with daily information as to the executed trades. The Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required should receive this data by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(f) as soon as practicable after the close of business each day day, but no later than 11:00 a.m. Eastern time the following business day, . The Sub-Advisor must provide the Custodian with copies of trade tickets for each transaction effected for the PortfolioFund, and provide copies to the Advisor upon reasonable request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(giii) as soon as practicable in the event that market prices are not readily ascertainable (with 5 business days whether from public or via reputable third-party sources) for a security in the Sub-Advisor Account, submit such information as the guideline) following Advisor or the end Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments market value of securities held in the Portfolio as Sub-Advisor Account. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the last day of Sub-Advisor who are knowledgeable about the month or calendar quarter security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (as applicable), and such other information relating to the Portfolio as the Advisor may b) reasonably request in connection with any accounting services that assisting the Advisor or its agents provide for the Fund 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 the Fund; (c) upon the reasonable request of the Advisor or Custodian, confirming pricing and providing recommendations for 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 the Fund with such records being deemed Trust records. Advisor acknowledges The parties acknowledge that the Sub-Advisor and Custodian or the Fund’s accounting agent Fund may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions discrepancies which are of no concern to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided ;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the AdvisorCustodian concerning the delivery of securities and transfer of cash for the Sub-Advisor Account;
(vi) 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. The Sub-Advisor shall use its good faith judgment prepare and maintain, or cause to be prepared and maintained, in a manner such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the investment program provided by the Sub-Advisor pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Advisor Account, which it reasonably believes best serves the interests are in possession of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to Sub-Advisor, shall be the issuers property of securities in the PortfolioTrust. The Advisor or its representatives, shall have reasonable access to such books and records at all times during the Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Actnormal business hours. Upon the reasonable request, the Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, copies of any such books and records shall be reasonably provided and as promptly as possible by the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting recordsAdvisor or its designated representatives;
(ivii) inform reasonably cooperate with the Advisor Fund’s independent public accountants and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate shall take reasonable action to make necessary information available to the management accountants for the performance of the Portfolioaccountants’ duties;
(jviii) provide reasonable assistance in the preparation, as it pertains to the Sub-Advisor Account, of all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws;
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G, if required, solely with respect to securities held in the Sub-Advisor Account;
(x) 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 7 8 hereof;
(kxi) notify the Advisor and the Trust as soon as reasonable in the event of: (A) an “assignment” of this Agreement as defined under the 1940 Act, or (B) any changes to key personnel who are portfolio manager(s) of the Sub-Advisor Account in time sufficiently prior to any such change 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;
(xii) report to the Advisor prior to each meeting of the Board of Trustees of which the Sub-Advisor receives reasonable advance notice, all material changes in its ownership within a reasonable the Sub-Advisor Account since the prior report, and will also keep the Advisor informed of material developments affecting the Sub-Advisor Account and the Sub-Advisor, as reasonably requested by the Advisor, will furnish the Board of Trustees from time prior to time with such changes; andinformation 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;
(lxiii) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities SEC thereunder and Exchange Commission (“SEC”)thereunder, and b) Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, but no more than quarterly, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) reasonably facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls as it relates to the Sub-Advisor’s compliance controlsAdvisor Account; and (iii) providing the Trust’s chief compliance officer with reasonable direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such reasonable and agreed upon periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer upon request; and (vi) promptly providing notice of any known material compliance matters associated with the Sub-Advisor Account to the Advisor;
(xiv) provide key personnel associated with the investment program contemplated hereby to attend via telephone 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
(xv) following a calendar quarter end and within the time period agreed upon between the Advisor and Sub-Advisor, the Sub-Advisor’s chief compliance officer or other qualified officer of the Sub-Advisor shall complete and deliver a compliance questionnaire to Advisor, describing any material breaches of policy or procedures that have occurred in relation to the event of compliance problemsSub-Advisor Account or certifying that no such breaches have occurred.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the PortfolioBoard of Trustees, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateTrustees. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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 Funda PMC Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a “3 To 1 PMC Fund”), or with any sub-advisor adviser to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise consult with the Advisor from time to time in connection with investment policy decisions to be made by it regarding the Portfolio and, portion of the Fund managed by Sub-Advisor and upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor may use the services of a proxy voting agent to vote proxies on behalf of the Fund. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;. The Sub-Advisor will not be responsible for taking any independent action or rendering any advice with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund; however, solely to the extent necessary to protect and preserve the interest of the Fund, the Sub-Advisor will provide reasonable cooperation with Advisor in such things as assisting the Advisor to make certain filings and maintaining the Fund’s security interest, but the Sub-Advisor shall not be responsible for making any such related filings nor rendering advice in connection therewith.
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer Chief Compliance Officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer Chief Compliance Officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer Chief Compliance Officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and oversight of the Board of TrusteesTrustees and consistent with its fiduciary duties to the Fund, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the PortfolioSub-Adviser Account, including purchase, retention and disposition of securitiessecurities and other investments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, Prospectus and on each business day during the term of in accordance with this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor Agreement. The Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio Sub-Adviser Account pursuant to this Agreement if the Advisor Adviser deems such reallocation allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Adviser shall be subject to and comply with:
(i) this Agreement, the 1940 Act, the regulations and any other requirement of state or federal laws including without limitation the rules, regulations and policy statements approved or issued by the SEC or CFTC under such laws and all applicable securities laws in the jurisdiction where the Sub-Adviser is located or in which the Sub-Adviser Account invests, as amended from time to time (collectively, “Relevant Law”);
(ii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iii) the supervision of the Board of Trustees of the Trust; and
(iv) such specific instructions as the Board of Trustees of the Trust or the Adviser may adopt and communicate to the Sub-Adviser. The Sub-Adviser shall immediately notify Adviser if it is unable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(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-Advisor Adviser hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the FundFund (if any), or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriterunderwriter (if any); (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor to a 3 To 1 adviser the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor Adviser Account.
(c) The Sub-Adviser shall monitor its compliance with current information as the Prospectus at all times and shall report to Adviser immediately any transactions or holdings that may be in violation of the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsProspectus. The Sub-Advisor Adviser shall have the sole obligation to correct any such violation of the Prospectus and shall reimburse the Adviser, the Fund or the Sub-Adviser Account for any and all losses, costs or damages resulting from such violation if such violation breaches the Sub-Adviser’s standard of care set forth in Section 7.
(d) If for any reason that is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Sub-Adviser Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Adviser Account ceases to comply with the Prospectus, then the Sub-Adviser must promptly remedy the non-compliance.
(e) The Sub-Adviser must use reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Adviser relating to the assets allocated to the Sub-Adviser Account promptly.
(f) The Sub-Adviser will, at its own expense:
(ai) advise the Advisor Adviser and the Fund in connection with investment policy decisions to be made by it regarding the Portfolio Sub-Adviser Account and, upon request, furnish the Advisor Adviser with research, economic and statistical data in connection with the PortfolioSub-Adviser Account’s investments and investment policies for the Portfoliopolicies;
(bii) submit such reports and information as the Advisor or the Fund may reasonably request to assist furnish 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions with daily information as to the executed trades. The Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required should receive this data by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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, . The Sub-Adviser must provide the Custodian with copies of trade tickets trades for each transaction effected for the PortfolioFund, and provide copies to the Advisor Adviser or Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(giii) as soon as practicable (with 5 business days submit such reports and information as the guideline) following Adviser or the end Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments market value of securities held in the Portfolio as Fund. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the last day Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Adviser or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Adviser Account, upon the reasonable request of the month Adviser or calendar quarter Custodian; (as applicable)c) upon the request of the Adviser or Custodian, confirming pricing and providing recommendations for fair valuations; and (d) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such other information relating to the Portfolio as the Advisor may reasonably request in connection Adviser or Trust upon request, with any accounting services such records being deemed Trust records. The parties acknowledge that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor Adviser and the Custodian or recordkeeping agent of the Fund’s accounting agent Fund may use different pricing vendors, which may result in valuation discrepancies;
(hiv) absent specific written place orders for purchases and sales of portfolio investments for the Sub-Adviser Account;
(v) give instructions to the contrary provided to it by Custodian, in connection with such purchases and sales, concerning the Advisor, delivery of securities and subject to its receipt transfer of all necessary voting materials, vote all proxies with respect to investments of the Portfolio in accordance with cash for the Sub-Advisor’s proxy voting policy as most recently provided Adviser Account;
(vi) maintain records relating to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests portfolio transactions and placing and allocation of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or brokerage orders with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence Adviser Account as are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause required to be forwarded to maintained by the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, Trust in accordance 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolioapplicable laws and regulations, including but not limited to those the 1940 Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by Form Napplicable law, all documents and records relating to the services provided by the Sub-PXAdviser pursuant to this Agreement required to be prepared and maintained by the Sub-Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Adviser Account, which are in possession of the Sub-Adviser, shall be the property of the Trust. The Adviser or its representatives, shall have access to such books and records at all times during the Sub-Adviser’s normal business hours. Upon the reasonable request of the AdvisorAdviser, copies of any such books and records shall be provided promptly by the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable Adviser to the Advisor, attesting to the accuracy and completeness of such proxy voting recordsAdviser or its representatives;
(ivii) inform cooperate with the Advisor Fund’s independent public accountants and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate shall take reasonable action to make all necessary information available to the management accountants for the performance of the Portfolioaccountants’ duties;
(jviii) assist in the preparation of all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G, if required, with respect to securities held in the Sub-Adviser Account;
(x) 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 7 8 hereof;
(kxi) notify the Advisor Adviser 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-Adviser Account or senior management of the Sub-Adviser in time sufficiently prior to any such change to enable the Adviser 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;
(xii) report to the Adviser and the Trust prior to each meeting of the Board of Trustees, all material changes in the Sub-Adviser Account since the prior report, and will also keep the Adviser and the Trust informed of important developments affecting the Sub-Adviser Account and the Sub-Adviser, and on its ownership within a reasonable own initiative, or as reasonably requested by the Adviser, furnish the Board of Trustees from time prior to time with such changes; andinformation as the Sub-Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Adviser Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Adviser Account maintains investments, or otherwise;
(lxiii) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to the Sub-Adviser’s management of the Sub-Adviser Account, in connection with (a) the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities SEC thereunder and Exchange Commission (“SEC”)thereunder, and b) Rule 38a-1 of the 1940 Act. Such With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer upon request; and (vi) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the Adviser, as requested by the Trust, the Adviser, or both; and
(xv) within the time period agreed upon between the Adviser and Sub-Adviser following a calendar quarter end, the Sub-Adviser’s chief compliance officer shall complete and deliver a compliance questionnaire to Adviser and the Trust, certifying that no material breaches of policy or procedures have occurred in relation to the event of compliance problemsSub-Adviser Account.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust Iii)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33.3% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Advisor, to the extent not maintained by the Advisor or another agent of the Fund that are maintained by the Sub-AdvisorAdvisor in accordance with the Advisers Act, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The ; provided Advisor will provide the delivers to Sub-Advisor with current information as to the identity a list of all such other current sub-advisors to the Fund or Fund, sub-advisors to any other 3 To 1 Fund, PMC Fund and any such affiliated personspersons to which this restriction applies. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for as is reasonable given the Portfolioquantitative nature of the advisory services provided;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request; provided, however, Sub-Advisor may retain copies of such documents it deems reasonable to meet any legal or regulatory requirements of the Sub-Advisor;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also request its proxy voting service to provide an annual certification, in a form reasonably acceptable to the Advisor, certification attesting to the accuracy and completeness of such proxy voting records;.
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management portfolio managers of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” with respect to the Portfolio as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls with respect to the Sub-Advisor’s compliance controlsPortfolio; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such reasonable periodic reports as may be reasonably requestedreports; and (v) promptly providing reasonable special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to Trustees. The Advisor shall provide the Sub-Advisor with written notice of not any changes to such objectives, policies and restrictions no less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated 60 days prior to the Portfolio pursuant to this Agreement if the Advisor deems effectiveness of any such reallocation appropriatechange. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise provide information to the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 ticket information for each transaction effected for the PortfolioFund, and provide copies to the Advisor upon request, and promptly forward or have forwarded to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence clause are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably requestrequest in writing, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board of Trustees may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) furnish to the Board of Trustees such information as may reasonably be necessary requested in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objective, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% to be determined – PLEASE COMPLETE] of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 a trade file of trade tickets for each transaction transactions effected for the PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)each Fund, and subject to the supervision and review of the Advisor Adviser and the Board of Trustees, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable investment objectives, policies and restrictions as stated in the Prospectus. It is understood that the Sub-Adviser may manage a portion, all or none of each Fund’s assets will be allocated to as designated by the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice Adviser to the Sub-Advisor of not less than 3 business daysAdviser from time to time, and the Advisor Adviser has the right to allocate and reallocate the Funds’ assets at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriatetime. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Adviser hereby agrees that, in connection with each Fund for which it is providing sub-advisory services: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is a principal underwriter for the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor sub‑adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsAdviser. The Sub-Advisor Adviser will, at its own expense:
(a) advise the Advisor Adviser in connection with investment policy decisions to be made by it regarding the Portfolio a Fund and, upon reasonable request, furnish the Advisor Adviser with research, economic and statistical data as may be in the possession of the Sub-Adviser and normally available to the Sub-Adviser’s other clients in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) upon reasonable advance notice make its officers and employees reasonably available to meet with the Adviser and the Board of Trustees at the Trust’s principal place of business;
(c) submit such reports and information as the Advisor 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 or fair value of securities held in the PortfolioFund;
(cd) place orders for purchases and sales of portfolio investments for the Portfolio;
(de) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(ef) maintain and preserve the records relating to its activities hereunder required by applicable law Rule 31a-1 under the 1940 Act to be maintained and preserved by the Sub-AdvisorAdviser for the time required be preserved under Rule 31a-2 under the 1940 Act, to the extent not maintained by the Adviser or another agent of the Funds, and the Sub-Advisor Adviser hereby agrees that all records which it maintains for the Fund Portfolio are the property of the respective Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request; provided the Sub-Adviser shall be permitted to maintain copies of any such records, including the performance records of the Portfolio, and shall be permitted to use such performance records of the Portfolio as part of composite performance with the performance of other accounts managed in a similar strategy to promote its services to other accounts, including other fund accounts, to the extent permitted by applicable law or regulation and the Trust’s policies and procedures, subject to prior notice of the Adviser and to Section 13 of this Agreement;
(fg) 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 Portfolioa Fund on such day, and provide copies to the Advisor Adviser upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor Adviser with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor Adviser may reasonably request in connection with any accounting services that the Advisor Adviser or its agents provide for the FundPortfolio. Advisor Adviser acknowledges that Sub-Advisor Adviser and Custodian or the Fund’s Funds’ accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the AdvisorAdviser, 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-AdvisorAdviser’s proxy voting policy (and updated from time to time) as most recently provided to the AdvisorAdviser. The Sub-Advisor Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-AdvisorAdviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor Adviser shall cause to be forwarded to the Sub-AdvisorAdviser. The Sub-Advisor Adviser further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of the any proxies voted with respect to investments in the Portfolio during the most recent 12-month 12‑month period or such other period as the Board may designate, in a format that shall comply in all material respects with the 1940 Act. Upon reasonable request, the Sub-Advisor Adviser shall provide the Advisor Adviser with all proxy voting records (if any) in its possession relating to the Portfolio, including but not limited to those required by Form N-PXN‑PX. Upon request of the AdvisorAdviser, the Sub-Advisor Adviser will also provide an annual certification, in a form reasonably acceptable to the AdvisorAdviser, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor Adviser and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor Adviser as soon as reasonably practicable, in writing, of the receipt of any material notice of a class action proceeding related to a Fund or any other action or proceeding in which the Adviser or a Fund may be entitled to participate as a result of the Fund’s securities holdings;
(m) provide reasonable advance notice to the Adviser of any ownership changes that may result in an “assignment” of this Agreement for the purposes of the 1940 Act;
(n) notify the Adviser and the Trust as soon as reasonably practicable to the extent permitted by applicable law in the event that the Sub-Adviser or any of its ownership within a reasonable time prior to such changesaffiliates becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority; and
(lo) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Adviser’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 38a‑1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with it has adopted and implemented policies and procedures reasonably designed to prevent violation of all applicable “federal securities laws,” as required by Rule 38a-1(e)(138a‑1(e)(1) under the 1940 Act, and Rule 206(4)-7 206(4)‑7 under the Advisers Act; (ii) facilitating and cooperating with required third-party third‑party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnelpersonnel upon reasonable notice, at reasonable times and for reasonable purposes; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports, including of any material changes to the Sub-Adviser’s compliance policies; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of material violations of the Trust’s policies and procedures, material violations of applicable laws, including but not limited to federal and state securities laws, the Commodity Exchange Act (the “CEA”) and any other material compliance problemsviolations effecting the Fund, and a material weakness in the design or implementation of the Sub-Adviser’s compliance policies.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Manager Directed Portfolios)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to Trustees. The Advisor shall provide the Sub-Advisor with written notice of not any changes to such objectives, policies and restrictions no less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated 60 days prior to the Portfolio pursuant to this Agreement if the Advisor deems effectiveness of any such reallocation appropriatechange. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise provide information to the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 ticket information for each transaction effected for the PortfolioFund, and provide copies to the Advisor upon request, and promptly forward or have forwarded to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence clause are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably requestrequest in writing, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board of Trustees may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) furnish to the Board of Trustees such information as may reasonably be necessary requested in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s fundamental policies, investment objectives, and investment restrictions as stated in the Prospectus. As of The Advisor shall determine the date of this Agreement approximately [TBD]% portion of the Fund’s investable assets will to be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the . The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(217a- 10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (each, a “3 To 1 PMC Fund,” and together, the “PMC Funds”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-agrees to furnish Sub- Advisor with a current information as to the identity list of all such other sub-advisors to the Fund or PMC Funds and to update such list if there are any other 3 To 1 Fund, and any such affiliated personschanges to the sub-advisors to the PMC Funds. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor or the Board of Trustees with evaluations, opinions, research, economic and statistical data in connection with the PortfolioFund’s investments investments, investment policies and investment policies for policy decisions as the PortfolioAdvisor or the Board of Trustees may reasonably request;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(f) as soon as practicable after the close of business each day but no later than 11:00 a.m. 5:00 p.m. Eastern time the following business day, provide the Custodian with copies a trade file of trade tickets for each transaction transactions effected for the Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Sub- Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) furnish to the Board of Trustees such information as may reasonably be necessary in order for such requested by the Board of Trustees under Section 15(c) of the 1940 Act to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”)thereunderSEC”) thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of any material violations of its compliance problemspolicies that affect the Trust or the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review 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 PortfolioSub-Advisor Account, including purchase, retention and disposition of securitiessecurities and other investments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, Prospectus and on each business day during the term of in accordance with this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio Sub-Advisor Account pursuant to this Agreement if the Advisor deems such reallocation allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Advisor shall be subject to and comply with:
(i) this Agreement, the 1940 Act, the regulations and any other requirement of state or federal laws including the rules, regulations and policy statements approved or issued by the SEC thereunder and all applicable securities laws in the jurisdiction where the Sub-Advisor is located or in which the Sub-Advisor Account invests, as amended from time to time (collectively, “Relevant Law”);
(ii) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account furnished pursuant to Section 4;
(iii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iv) the supervision of the Board of Trustees of the Trust; and
(v) such specific instructions as the Board of Trustees of the Trust or the Advisor may adopt and communicate to the Sub-Advisor. The Sub-Advisor shall immediately notify Advisor if it is unable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor.
(c) The Sub-Advisor shall monitor its compliance with the Investment Guidelines and the Prospectus at all times and shall report to Advisor immediately any transactions or holdings that may be in violation of the Investment Guidelines or the Prospectus, regardless of whether the violation was caused by the Sub-Advisor. The Sub-Advisor will provide shall have the sole obligation to correct any violation of the Investment Guidelines or Prospectus and shall reimburse Advisor, the Fund or the Sub-Advisor Account for any and all losses, costs or damages resulting from such violation if such violation breaches the Sub-Advisor’s standard of care set forth in Section 8.
(d) If for any reason which is beyond the control of the Sub-Advisor, including market movements, contributions to or withdrawals from the Sub-Advisor Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Advisor Account ceases to comply with current information as the Investment Guidelines or the Prospectus, then the Sub-Advisor must promptly remedy the non-compliance.
(e) The Sub-Adviser must use reasonable efforts to satisfy any instruction relating to the identity of all such other sub-advisors assets allocated to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. Sub-Advisor Account promptly.
(f) The Sub-Advisor will, at its own expense:
(ai) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Sub-Advisor Account and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioSub-Advisor Account’s investments and investment policies for the Portfoliopolicies;
(bii) submit such reports and information as the Advisor or the Fund may reasonably request to assist furnish 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions with daily information as to the executed trades. The Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required should receive this data by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(f) as soon as practicable after the close of business each day day, but no later than 11:00 a.m. Eastern time the following business day, . The Sub-Advisor must provide the Custodian with copies of trade tickets for each transaction effected for the PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(giii) as soon as practicable (with 5 business days submit such reports and information as the guideline) following Advisor or the end Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments market value of securities held in the Portfolio as Fund. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the last day of Sub-Advisor who are knowledgeable about the month or calendar quarter security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s [Valuation Committee] convenes; (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that b) assisting the Advisor or its agents provide 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, confirming pricing and providing recommendations for fair valuations; and (d) maintaining adequate records and written backup information with respect to the Fundsecurities valuation assistance provided hereunder, and providing such information to the Advisor or Trust upon request, with such records being deemed Trust records. Advisor acknowledges The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund’s accounting agent Fund may use different pricing vendors, which may result in valuation discrepancies;
(hiv) absent specific written place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the contrary provided to it by Custodian concerning the Advisor, delivery of securities and subject transfer of cash for the Sub-Advisor Account;
(vi) maintain records relating to its receipt portfolio transactions and placing and allocation of all necessary voting materials, vote all proxies brokerage orders with respect to investments of the Portfolio Sub-Advisor Account as are required to be maintained by the Trust in accordance with the Sub-Advisor’s proxy voting policy as most recently provided applicable laws and regulations, including but not limited to the Advisor1940 Act. The Sub-Advisor shall use its good faith judgment prepare and maintain, or cause to be prepared and maintained, in a manner such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-Advisor pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Advisor Account, which it reasonably believes best serves the interests are in possession of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to Sub-Advisor, shall be the issuers property of securities in the PortfolioTrust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Actnormal business hours. Upon the reasonable request, the Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting recordsAdvisor or its representatives;
(ivii) inform will cooperate with the Advisor Fund’s independent public accountants and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate shall take reasonable action to make all necessary information available to the management accountants for the performance of the Portfolioaccountants’ duties;
(jviii) assist in the preparation of all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
(ix) will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held in the Sub-Advisor Account;
(x) 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 7 9 hereof;
(kxi) 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 change 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;
(xii) will 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 ownership within a reasonable own initiative, or as reasonably requested by the Advisor, will furnish the Board of Trustees from time prior to time with such changes; andinformation 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;
(lxiii) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities SEC thereunder and Exchange Commission (“SEC”)thereunder, and b) Rule 38a-1 of the 1940 Act. Such With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer upon request; and (vi) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor, or both; and
(xv) within the time period agreed upon between the Advisor and Sub-Advisor following a calendar quarter end, the Sub-Advisor’s chief compliance officer shall complete and deliver a compliance questionnaire to Advisor, certifying that no material breaches of policy or procedures have occurred in relation to the event of compliance problemsSub-Advisor Account.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its the Prospectus and Statement of Additional Information (the “Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter, with respect to transactions in securities or other assets for the Fund; (ii) with respect to transactions in securities or other assets for the Fund, any other it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), it will not consult with any sub-advisor to any such PMC Fund or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter, with respect to transactions in securities or other assets for a PMC Fund; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio assets allocated toportfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or Fund, to any other 3 To 1 PMC Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(f) as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern New York City time the following business day, provide the Custodian with copies of trade tickets SWIFT confirmations for each transaction effected for the Portfolio, and provide copies SWIFT confirmations or SWIFT faxes to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 15 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or and quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes, if feasible, or if not feasible to give prior notice, promptly after any such change; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% [ ]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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 Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise consult with the Advisor from time to time in connection with investment policy decisions to be made by it regarding the Portfolio and, portion of the Fund managed by Sub-Advisor and upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor may use the services of a proxy voting agent to vote proxies on behalf of the Fund. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records. The Sub-Advisor will provide reasonable cooperation to the Advisor with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund, but the Sub-Advisor shall not be responsible for rendering advice in connection therewith;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and;
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems, and
(m) promptly notify the Advisor and the Trust’s chief compliance officer of any audit, examination or non-routine request for information by any state or federal regulatory authority and provide to the Advisor copies of any reports, letters or enforcement or other actions of such regulatory authorities arising in connection therewith.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor Sub‑Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund's investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% Agreement, all (100%) of the each Fund’s 's investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund each Fund's shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, provided that the Advisor has the right at any time to reallocate the portion of the each Fund’s 's assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Sub‑Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor sub‑advisor to the FundFunds, or with any sub-advisor sub‑advisor that is a principal underwriter for the Fund Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any sub-advisor sub‑advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 Fund the Funds that is a principal underwriter to a 3 To 1 Fund the Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s 's portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor Sub‑Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Funds and, upon reasonable request, furnish the Advisor with such research, economic and statistical data as may be in the possession of the Sub-Advisor in connection with the Portfolio’s each Fund's investments and investment policies for the Portfoliopolicies;
(b) upon reasonable advance notice make its officers and employees reasonably available to meet with the Advisor and the Board of Trustees at the Trust's principal place of business;
(c) submit such reports and information as the Advisor or the Fund Funds may reasonably request to assist the Fund’s Funds' custodian (the “"Custodian”"), administrator or fund accounting agent, in its or their determination of the market or fair value of securities held in the PortfolioFunds;
(cd) place orders for purchases and sales of portfolio investments for the Portfolio;
(de) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(ef) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Funds, and the Sub-Advisor Sub‑Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon a Fund's request; provided the Fund’s requestSub-Advisor shall be permitted to maintain copies of any such records, including the performance records of the Portfolio, and shall be permitted to use such performance records to promote its services to other accounts, including other fund accounts;
(fg) 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 PortfolioFunds, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor Sub‑Advisor and Custodian or the Fund’s Funds' accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s Sub‑Advisor's proxy voting policy as most recently provided to the Advisor. The Sub-Advisor Sub‑Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s Funds' shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s Sub‑Advisor's obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-AdvisorSub‑Advisor. The Sub-Advisor Sub‑Advisor 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 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 Sub-Advisor Sub‑Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N‑PX, such information to be provided in a format consistent with the manner in which it is to be disclosed in Form N-PX. Upon request of the Advisor, the Sub-Advisor Sub‑Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) absent specific instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary materials, act on behalf of the Trust with respect to any reorganizations, exchange offers and other voluntary corporate actions (each a "Corporate Action") with respect to securities held by the Portfolio. The Sub‑Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Funds' shareholders in taking or abstaining from taking action in connection with any such Corporate Action. The Sub‑Advisor's obligations in the previous sentence are contingent upon its timely receipt of all relevant materials relating to such Corporate Action, which the Advisor shall cause to be forwarded to the Sub‑Advisor. The Sub‑Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of any actions taken with respect to Corporate Actions during the most recent 12‑month period or such other period as the Board may designate;
(k) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jl) 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 7 hereof;
(km) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(ln) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub‑Advisor's management of the Portfolio, in connection with the Trust’s 's compliance with the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 38a‑1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with it has adopted and implemented policies and procedures reasonably designed to prevent violation of all applicable “"federal securities laws,” " as required by Rule 38a-1(e)(138a‑1(e)(1) under the 1940 Act, and Rule 206(4)-7 206(4)‑7 under the Advisers Act; (ii) facilitating and cooperating with required third-party third‑party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s 's chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s 's chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s 's chief compliance officer in the event of violations of the Trust's policies and procedures, violations of applicable laws, including but not limited to federal and state securities laws, the Commodity Exchange Act (the "CEA") and any other compliance problemsviolations affecting the Funds.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Manager Directed Portfolios)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 "PMC Fund”),"), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Prospectus. The Advisor has the right at any time to reallocate change the portion of the Fund’s investable assets that are allocated to the Portfolio pursuant to this Agreement (if any) if the Advisor deems such reallocation to or from the Portfolio to be appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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 Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise consult with the Advisor from time to time in connection with investment policy decisions to be made by it regarding the Portfolio portion of the Fund managed by Sub-Advisor and, ,upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor may use the services of a proxy voting agent to vote proxies on behalf of the Fund. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records. The Sub-Advisor will provide reasonable cooperation to the Advisor with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund, but the Sub-Advisor shall not be responsible for rendering advice in connection therewith;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) furnish to the Board of Trustees such information as may that is reasonably be necessary requested in order for such Trustees to carry out their duties as trustees and in order to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and;
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems; and
(m) promptly notify the Advisor and the Trust’s chief compliance officer of any audit, examination or non-routine request for information by any state or federal regulatory authority and provide to the Advisor copies of any reports, letters or enforcement or other actions of such regulatory authorities arising in connection therewith.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Saratoga Advantage Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. The Sub-Advisor shall have authority to exercise any right, including the right to vote incident to any securities or any property held in the Portfolio, and to issue instructions to the Custodian for such purposes. Notwithstanding the foregoing, the Sub-Advisor shall not be obligated to take any action or render advice involving legal action on the Fund’s behalf with respect to assets in the Portfolio that become subject to any legal notices or proceedings, including securities class actions and bankruptcies. The Trust and Fund retain the right to proceed directly as a security holder against the issuer of any security in the Portfolio. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and Fund’s investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of portfolio manager(s) for the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; provided that such notice shall not be given if doing so would be a violation of law or regulation by the Sub-Advisor or its affiliates; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor or the Fund may reasonably request to assist Huntington National Bank, the Fund’s custodian (the “Custodian”), and Huntington Asset Services, administrator or and fund accounting agent, in its or their determination of the market value of securities held in the Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by SEC Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in the Sub-Advisor’s corporate ownership, management team, investment strategy or tactics or in key personnel as they relate to the management of who manage or service the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its equity ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s Board of Trustees and chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Unified Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateProspectus. For the purpose of complying with Rule 10f-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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with its research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for that the PortfolioSub-Advisor would undertake in the normal course of its business;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender provide promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) upon request and as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fundmonth. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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, a PMC Fund it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter,; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioPortfolio , and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of and consistent with the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its then current Prospectus and Statement of Additional Information Information, as may be amended from time to time (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the PortfolioFund, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii)10f-3, Rule 12d3-1(c)(3)(ii)1, Rule 17a-10(a)(2) 17a-10 and Rule 17e-1(d)(2) 17e-1 under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; and (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a any separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 Fund such separate series that is a principal underwriter to a 3 To 1 Fund such separate series or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fundseparate series, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon reasonable request, furnish the Advisor with research, economic and statistical data utilized by the Sub-Advisor in connection with the PortfolioFund’s investments and investment policies for the PortfolioFund;
(b) assist the Advisor to determine, as necessary, the fair value of securities held in the Fund’s portfolio, in each case in accordance with the Trust’s Fair Valuation Guidelines, and submit such reports and information as the Advisor or the Fund may reasonably request to assist Huntington National Bank, the Fund’s custodian (the “Custodian”), and Huntington Asset Services, administrator or and fund accounting agent, in its or their determination of the market value of securities held in by the PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Sub- Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor administrator, fund accounting agent or other agent of the Trust with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable), a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio Fund as the Advisor administrator, fund accounting agent or other agent of the Trust may reasonably request in connection with any accounting services that the Advisor they or its any of their respective agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the AdvisorAdvisor and the Trust. The Sub-Advisor 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 held by the PortfolioFund. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor or the Trust, as applicable with all proxy voting records relating to the PortfolioFund, including but not limited to those required by SEC Form N-PX. Upon request of the AdvisorAdvisor or the Trust, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the AdvisorAdvisor or the Trust, as applicable, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in the Sub-Advisor’s management team, investment strategy or tactics or in key personnel as they relate to who manage or service the management of the PortfolioFund;
(j) 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 hereto, as required by Section 15 of the 1940 Act, or for the purpose of casting a vote pursuant to Section 7 hereof;
(k) notify the Advisor of any material changes in its equity ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderSEC”) thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, Act and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s Board of Trustees and chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Unified Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% 20% of the each Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the a Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor to the FundFunds, or with any sub-advisor that is principal underwriter for the Fund Funds or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Funds and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s Funds’ investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor or the Fund Funds may reasonably request to assist the Fund’s Funds’ custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market value of securities held in the PortfolioFunds;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Funds, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon the Fund’s Funds’ request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(id) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(je) 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 7 hereof;
(kf) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lg) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and oversight of the Board of TrusteesTrustees and consistent with its fiduciary duties to the Fund, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all investment decisions for the PortfolioSub-Adviser Account, including purchase, retention and disposition of securitiessecurities and other investments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, Prospectus and on each business day during the term of in accordance with this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor Agreement. The Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio Sub-Adviser Account pursuant to this Agreement if the Advisor Adviser deems such reallocation allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Adviser shall be subject to and comply with:
(i) this Agreement, the 1940 Act, the regulations and any other requirement of state or federal laws including without limitation the rules, regulations and policy statements approved or issued by the SEC or CFTC under such laws and all applicable securities laws in the jurisdiction where the Sub-Adviser is located or in which the Sub-Adviser Account invests, as amended from time to time (collectively, “Relevant Law”);
(ii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iii) the supervision of the Board of Trustees of the Trust; and
(iv) such specific instructions as the Board of Trustees of the Trust or the Adviser may adopt and communicate to the Sub-Adviser. The Sub-Adviser shall immediately notify Adviser if it is unable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-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-Advisor Adviser hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the FundFund (if any), or with any sub-advisor adviser that is principal underwriter for the Fund or an affiliated person of such principal underwriterunderwriter (if any); (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor to a 3 To 1 adviser the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor Adviser Account.
(c) The Sub-Adviser shall monitor its compliance with current information as the Prospectus at all times and shall report to Adviser immediately any transactions or holdings that may be in violation of the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsProspectus. The Sub-Advisor Adviser shall have the sole obligation to correct any such violation of the Prospectus and shall reimburse Adviser, the Fund or the Sub-Adviser Account for any and all losses, costs or damages resulting from such violation if such violation breaches the Sub-Adviser’s standard of care set forth in Section 7.
(d) If for any reason that is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Sub-Adviser Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Adviser Account ceases to comply with the Prospectus, then the Sub-Adviser must promptly remedy the non-compliance.
(e) The Sub-Adviser must use reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Adviser relating to the assets allocated to the Sub-Adviser Account promptly.
(f) The Sub-Adviser will, at its own expense:
(ai) advise the Advisor Adviser and the Fund in connection with investment policy decisions to be made by it regarding the Portfolio Sub-Adviser Account and, upon request, furnish the Advisor Adviser with research, economic and statistical data in connection with the PortfolioSub-Adviser Account’s investments and investment policies for the Portfoliopolicies;
(bii) submit such reports and information as the Advisor or the Fund may reasonably request to assist furnish 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions with daily information as to the executed trades. The Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required should receive this data by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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, . The Sub-Adviser must provide the Custodian with copies of trade tickets trades for each transaction effected for the PortfolioFund, and provide copies to the Advisor Adviser or Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(giii) as soon as practicable (with 5 business days submit such reports and information as the guideline) following Adviser or the end Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments market value of securities held in the Portfolio as Fund. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees of the last day Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Adviser or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Adviser Account, upon the reasonable request of the month Adviser or calendar quarter Custodian; (as applicable)c) upon the request of the Adviser or Custodian, confirming pricing and providing recommendations for fair valuations; and (d) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such other information relating to the Portfolio as the Advisor may reasonably request in connection Adviser or Trust upon request, with any accounting services such records being deemed Trust records. The parties acknowledge that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor Adviser and the Custodian or recordkeeping agent of the Fund’s accounting agent Fund may use different pricing vendors, which may result in valuation discrepancies;
(hiv) absent specific written place orders for purchases and sales of portfolio investments for the Sub-Adviser Account;
(v) give instructions to the contrary provided to it by Custodian, in connection with such purchases and sales, concerning the Advisor, delivery of securities and subject to its receipt transfer of all necessary voting materials, vote all proxies with respect to investments of the Portfolio in accordance with cash for the Sub-Advisor’s proxy voting policy as most recently provided Adviser Account;
(vi) maintain records relating to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests portfolio transactions and placing and allocation of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or brokerage orders with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence Adviser Account as are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause required to be forwarded to maintained by the Sub-Advisor. The Sub-Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, Trust in accordance 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolioapplicable laws and regulations, including but not limited to those the 1940 Act. The Sub-Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by Form Napplicable law, all documents and records relating to the services provided by the Sub-PXAdviser pursuant to this Agreement required to be prepared and maintained by the Sub-Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Adviser Account, which are in possession of the Sub-Adviser, shall be the property of the Trust. The Adviser or its representatives, shall have access to such books and records at all times during the Sub-Adviser’s normal business hours. Upon the reasonable request of the AdvisorAdviser, copies of any such books and records shall be provided promptly by the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable Adviser to the Advisor, attesting to the accuracy and completeness of such proxy voting recordsAdviser or its representatives;
(ivii) inform cooperate with the Advisor Fund’s independent public accountants and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate shall take reasonable action to make all necessary information available to the management accountants for the performance of the Portfolioaccountants’ duties;
(jviii) assist in the preparation of all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G, if required, with respect to securities held in the Sub-Adviser Account;
(x) 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 7 8 hereof;
(kxi) notify the Advisor Adviser 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-Adviser Account or senior management of the Sub-Adviser in time sufficiently prior to any such change to enable the Adviser 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;
(xii) report to the Adviser and the Trust prior to each meeting of the Board of Trustees, all material changes in the Sub-Adviser Account since the prior report, and will also keep the Adviser and the Trust informed of important developments affecting the Sub-Adviser Account and the Sub-Adviser, and on its ownership within a reasonable own initiative, or as reasonably requested by the Adviser, furnish the Board of Trustees from time prior to time with such changes; andinformation as the Sub-Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Adviser Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Adviser Account maintains investments, or otherwise;
(lxiii) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to the Sub-Adviser’s management of the Sub-Adviser Account, in connection with (a) the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities SEC thereunder and Exchange Commission (“SEC”)thereunder, and b) Rule 38a-1 of the 1940 Act. Such With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer upon request; and (vi) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the Adviser, as requested by the Trust, the Adviser, or both; and
(xv) within the time period agreed upon between the Adviser and Sub-Adviser following a calendar quarter end, the Sub-Adviser’s chief compliance officer shall complete and deliver a compliance questionnaire to Adviser and the Trust, certifying that no material breaches of policy or procedures have occurred in relation to the event of compliance problemsSub-Adviser Account.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Northern Lights Fund Trust Iii)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% 20% of the each Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the a Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor to the FundFunds, or with any sub-advisor that is principal underwriter for the Fund Funds or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the a Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Funds and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s Funds’ investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor or the Fund Funds may reasonably request to assist the Fund’s Funds’ custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market value of securities held in the PortfolioFunds;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Funds, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon the Fund’s Funds’ request;
(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 PortfolioFunds, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s Funds’ accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s Funds’ shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the each Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees with respect to each Fund that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a each an “3 To 1 SMI Fund”), or with any sub-advisor to a 3 To 1 an SMI Fund that is a principal underwriter to a 3 To 1 such SMI Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 SMI Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor or the a Fund may reasonably request to assist Huntington National Bank, the Fund’s Funds’ custodian (the “Custodian”), and Huntington Asset Services, administrator or and fund accounting agent, in its or their determination of the market value of securities held in the Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Funds are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon the a Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundFunds. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s Funds’ accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by SEC Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in the Sub-Advisor’s corporate ownership, management team, investment strategy or tactics or in key personnel as they relate to the management of who manage or service the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its equity ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s Board of Trustees and chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Valued Advisers Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have full and complete discretion to manage, supervise and direct the sole investment and exclusive responsibility for the making reinvestment of all investment decisions for assets of the Portfolio, including the purchase, sale, exchange, conversion, retention and disposition of securitiessecurities and other instruments, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateProspectus. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor to a 3 To 1 adviser the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide and retain responsibility to update, as necessary, lists of its affiliated persons sufficient to enable the Sub-Advisor to comply with current information as to relevant provisions of the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons1940 Act. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with information relating to the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund, it being understood that the Sub-Advisor shall not be responsible for valuation of the Portfolio or its holdings;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s reasonable request;
(f) as soon as practicable within a reasonable time after the close of business each day but no later than 11:00 a.m. a.m., Eastern time time, the following business day, provide the Custodian with copies of trade tickets for each transaction effected for the PortfolioFund (with the understanding that it will not be regarded as a breach hereof if Sub-Advisor does not, and in all circumstances, meet this deadline), provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) within a reasonable time following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepanciesPortfolio;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those in possession of the Sub-Advisor that are required by of the Fund under Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;. The Sub-Advisor will not compile or file claims or take any related actions on behalf of the Fund in any class action, bankruptcy or other legal proceeding related to securities currently or previously held in the Portfolio. Sub-Advisor shall provide factual information in its possession as the Advisor may reasonably request.
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is, to the Sub-Advisor is best of its knowledge, in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct reasonable access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports agreed on between the parties to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% [ ]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser 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 Fundan Ascentia Fund (as defined below), it will not consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor serves as investment advisor adviser (a an “3 To 1 Ascentia Fund”), or with any sub-advisor adviser to a 3 To 1 an Ascentia Fund that is a principal underwriter to a 3 To 1 an Ascentia Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise consult with the Advisor from time to time in connection with investment policy decisions to be made by it regarding the Portfolio and, portion of the Fund managed by Sub-Advisor and upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for made by the PortfolioSub-Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor may use the services of a proxy voting agent to vote proxies on behalf of the Fund. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records. The Sub-Advisor will provide reasonable cooperation to the Advisor with respect to any legal proceedings or bankruptcies involving the issuers of securities held by the Fund, but the Sub-Advisor shall not be responsible for rendering advice in connection therewith;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and;
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems, and
(m) promptly notify the Advisor and the Trust’s chief compliance officer of any audit, examination or non-routine request for information by any state or federal regulatory authority and provide to the Advisor copies of any reports, letters or enforcement or other actions of such regulatory authorities arising in connection therewith.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 33% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the a PMC Fund, it will not consult with any other sub-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 a PMC Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 PMC Fund”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the PortfolioFund;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the PortfolioFund;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio Fund during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio Fund as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary voting materials, vote all proxies with respect to investments of the Portfolio Fund in accordance with the Sub-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its the Fund’s Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement up to approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateappropriate and provided further that Advisor shall provide prompt written notice to Sub-Advisor of such reallocation. Furthermore, any proposed reallocation that would cause the portion of the Fund managed by the Sub-Advisor to exceed $20 million will require the pre-approval of the Sub-Advisor before taking effect. For the purpose of complying with Rule 10f-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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated in writing by the Advisor. The Advisor will shall provide the Sub-Advisor with a current information as to the identity list of all such other sub-advisors advisers to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio that portion of the Fund for which it is responsible and, upon request, and subject to mutual agreement as to the content to be delivered by the Sub-Adviser furnish the Advisor with research, economic and statistical data in connection with the Portfoliothat portion of the Fund’s investments and investment policies for the Portfoliowhich it is responsible;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) pursuant to the written instruction of the Advisor, maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected by the Sub-Advisor for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting the services that provided by the Advisor or its agents provide for the FundSub-Advisor. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of that portion of the Portfolio for which it is responsible, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Funds, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor Sub‑Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the Investment GuidelinesProspectus. As of the date of this Agreement approximately [TBD]% Agreement, all (100%) of the each Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund each Fund’s shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, provided that the Advisor has the right at any time to reallocate the portion of the each Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Sub‑Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any other sub-advisor sub‑advisor to the FundFunds, or with any sub-advisor sub‑advisor that is a principal underwriter for the Fund Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the FundFunds, it will not consult with any sub-advisor sub‑advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor sub‑advisor to a 3 To 1 Fund the Funds that is a principal underwriter to a 3 To 1 Fund the Funds or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to that portion of the each Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor Sub‑Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Funds and, upon reasonable request, furnish the Advisor with such research, economic and statistical data as may be in the possession of the Sub-Advisor in connection with the Portfolioeach Fund’s investments and investment policies for the Portfoliopolicies;
(b) upon reasonable advance notice make its officers and employees reasonably available to meet with the Advisor and the Board of Trustees at the Trust’s principal place of business;
(c) submit such reports and information as the Advisor or the Fund Funds may reasonably request to assist the Fund’s Funds’ custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market or fair value of securities held in the PortfolioFunds;
(cd) place orders for purchases and sales of portfolio investments for the Portfolio;
(de) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(ef) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Funds, and the Sub-Advisor hereby Sub‑Advisor xxxxxx agrees that all records which it maintains for the Fund Portfolio are the property of the Fund Funds and further agrees to surrender promptly to the Fund Funds copies of any such records upon the a Fund’s request; provided the Sub-Advisor shall be permitted to maintain copies of any such records, including the performance records of the Portfolio, and shall be permitted to use such performance records to promote its services to other accounts, including other fund accounts;
(fg) 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 an electronic file of trade tickets trades completed for each transaction effected for the PortfolioFunds, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor Sub‑Advisor and Custodian or the Fund’s Funds’ accounting agent may use different pricing vendorsvendors or methods, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-AdvisorSub‑Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor Sub‑Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s Funds’ shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio. The Sub-AdvisorSub‑Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-AdvisorSub‑Advisor. The Sub-Advisor Sub‑Advisor 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 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 Sub-Advisor Sub‑Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N‑PX, such information to be provided in a format consistent with the manner in which it is to be disclosed in Form N-PX. Upon request of the Advisor, the Sub-Advisor Sub‑Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) absent specific instructions to the contrary provided to it by the Advisor, and subject to its receipt of all necessary materials, act on behalf of the Trust with respect to any reorganizations, exchange offers and other voluntary corporate actions (each a “Corporate Action”) with respect to securities held by the Portfolio. The Sub‑Advisor shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Funds’ shareholders in taking or abstaining from taking action in connection with any such Corporate Action. The Sub‑Advisor’s obligations in the previous sentence are contingent upon its timely receipt of all relevant materials relating to such Corporate Action, which the Advisor shall cause to be forwarded to the Sub‑Advisor. The Sub‑Advisor further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of any actions taken with respect to Corporate Actions during the most recent 12‑month period or such other period as the Board may designate;
(k) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jl) 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 7 hereof;
(km) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(ln) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub‑Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 38a‑1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with it has adopted and implemented policies and procedures reasonably designed to prevent violation of all applicable “federal securities laws,” as required by Rule 38a-1(e)(138a‑1(e)(1) under the 1940 Act, and Rule 206(4)-7 206(4)‑7 under the Advisers Act; (ii) facilitating and cooperating with required third-party third‑party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of violations of the Trust’s policies and procedures, violations of applicable laws, including but not limited to federal and state securities laws, the Commodity Exchange Act (the “CEA”) and any other compliance problemsviolations affecting the Funds.
Appears in 1 contract
Samples: Sub Advisory Agreement (Manager Directed Portfolios)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”), or with any sub-advisor to a 3 To 1 Fund that is a principal underwriter to a 3 To 1 Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor with research, economic and statistical data in connection with the Portfolio’s investments and investment policies for the Portfolio;
(b) submit such reports and information as the Advisor 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 Portfolio;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, and the Sub-Advisor 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 Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio;
(j) 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 7 8 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Unified Series Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the PortfolioBoard of Trustees, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(fg) 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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”), and subject to the supervision and review of the Advisor and the Board of Trustees, the The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the Investment Guidelines. As fundamental policies, investment objectives, and investment restrictions of the date of this Agreement approximately [TBD]% Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Fund’s investable assets will be allocated to Advisor and the Portfolio, and on each business day during the term Board of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriateTrustees. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with material investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for to the Portfolioextent that the Sub-Advisor is in possession of such data and is not contractually restricted from providing such data to the Advisor;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments investments, enter into derivatives transactions and manage the cash position for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) manage the required collateral levels in connection with the portfolio investments of the Portfolio, including providing instructions to the Custodian to post and to call collateral from counterparties, and will periodically report to the Advisor with respect to such collateral management;
(f) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request; provided that the Sub-Adviser may retain a copy of such records;
(fg) 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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(jk) 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 7 hereof;
(kl) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(lm) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required defined by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) upon reasonable request, facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) upon reasonable request, providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) upon reasonable request, providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) upon reasonable request, promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s fundamental policies, investment objectives, and investment restrictions as stated in the Prospectus. As of The Advisor shall determine the date of this Agreement approximately [TBD]% portion of the Fund’s investable assets will to be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, the . The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-3(a)(6)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(217a- 10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (each, a “3 To 1 PMC Fund,” and together, the “PMC Funds”), or with any sub-advisor to a 3 To 1 PMC Fund that is a principal underwriter to a 3 To 1 PMC Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the AdvisorPortfolio. The Advisor will provide the Sub-agrees to furnish Sub- Advisor with a current information as to the identity list of all such other sub-advisors to the Fund or PMC Funds and to update such list if there are any other 3 To 1 Fund, and any such affiliated personschanges to the sub-advisors to the PMC Funds. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio and, upon request, furnish the Advisor or the Board of Trustees with evaluations, opinions, research, economic and statistical data in connection with the PortfolioFund’s investments investments, investment policies and investment policies for policy decisions as the PortfolioAdvisor or the Board of Trustees may reasonably request;
(b) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Fund’s custodian (the “Custodian”), valuation provider, administrator or fund accounting agent, in its or their determination of the market value of securities held in the PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby xxxxxx agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 Portfolio, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quarter, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable), a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable), and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfolio;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.5:00
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, in accordance with the Investment GuidelinesFund’s investment objectives, policies and restrictions as stated in the Prospectus. As of the date of this Agreement approximately [TBD]% 20% of the Fund’s investable assets will be allocated to the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to the Sub-Advisor of not less than 3 business days, that the Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant to this Agreement if the Advisor deems such reallocation appropriate. For the purpose of complying with Rule 10f-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-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-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-advisor to a separate series of the Trust for which the Advisor serves as investment advisor (a “3 To 1 Fund”)advisor, or with any sub-advisor to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated persons. The Sub-Advisor will, at its own expense:
(a) advise the Advisor in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon request, furnish the Advisor with research, economic and statistical data in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) submit such reports and information as the Advisor 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 PortfolioFund;
(c) place orders for purchases and sales of portfolio investments for the Portfolio;
(d) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(e) maintain and preserve the records relating to its activities hereunder required by applicable law to be maintained and preserved by the Sub-Advisor, to the extent not maintained by the Advisor or another agent of the Fund, and the Sub-Advisor hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request;
(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 PortfolioFund, and provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(g) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor may reasonably request in connection with any accounting services that the Advisor or its agents provide for the FundPortfolio. Advisor acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent may use different pricing vendors, which may result in valuation discrepancies;
(h) absent specific written instructions to the contrary provided to it by the Advisor, 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-Advisor’s proxy voting policy as most recently provided to the Advisor. The Sub-Advisor 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 Portfolio. The Sub-Advisor’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor shall cause to be forwarded to the Sub-Advisor. The Sub-Advisor 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 Sub-Advisor shall provide the Advisor with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Advisor, the Sub-Advisor will also provide an annual certification, in a form reasonably acceptable to the Advisor, attesting to the accuracy and completeness of such proxy voting records;
(i) inform the Advisor and the Board of Trustees of material changes in investment strategy or tactics or in key personnel as they relate to the management of the Portfoliopersonnel;
(j) 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 7 hereof;
(k) notify the Advisor of any material changes in its ownership within a reasonable time prior to such changes; and
(l) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Advisor’s management of the Portfolio, in connection with the Trust’s compliance with the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderthereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with required third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnel; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of compliance problems.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within The Sub-Adviser shall manage the framework of Portfolio as described herein in compliance with the fundamental policies, non-fundamental policies, investment objectivesobjective(s), investment restrictions and limitations and investment restrictions strategies (as stated in the Prospectus) of the Fund as set forth in its Prospectus and Statement of Additional Information (“Investment Guidelines”)Fund, and subject to the supervision and review of the Advisor Adviser and the Board of Trustees, the Sub-Advisor Adviser shall have the sole and exclusive responsibility for the making of all make investment decisions for the Portfolio, including purchase, retention and disposition of securitiessecurities and use of instruments and financial techniques, in accordance with the Investment Guidelines. As of the date of this Agreement approximately [TBD]% of applicable law, rules and regulations and the Fund’s investable assets will be allocated to investment objectives, policies and restrictions as stated in the Portfolio, and on each business day during the term of this Agreement the same percentage of the net cash derived from purchases, or required for redemptions, of Fund shares will normally be added to or withdrawn from the Portfolio; provided, however, that, with prior notice to Prospectus. It is understood that the Sub-Advisor of not less than 3 business daysAdviser may manage a portion, the Advisor has the right at any time to reallocate the portion all or none of the Fund’s assets allocated as designated by the Adviser to the Portfolio pursuant Sub-Adviser from time to this Agreement if time, and the Advisor deems such reallocation appropriateAdviser has the right to allocate and reallocate the Fund’s assets at any time. For the purpose of complying with Rule 10f-3(a)(6)(ii10f‑3(a)(5)(ii), Rule 12d3-1(c)(3)(ii12d3‑1(c)(3)(ii), Rule 17a-10(a)(217a‑10(a)(2) and Rule 17e-1(d)(217e‑1(d)(2) under the 1940 Act, the Sub-Advisor Adviser hereby agrees that, in connection with the Fund: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor adviser to the Fund, or with any sub-advisor adviser that is a principal underwriter for the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor sub‑adviser to a separate another series of the Trust for which the Advisor Adviser serves as investment advisor (a “3 To 1 Fund”)adviser, or with any sub-advisor sub‑adviser to a 3 To 1 the Fund that is a principal underwriter to a 3 To 1 the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Advisor will provide the Sub-Advisor with current information as to the identity of all such other sub-advisors to the Fund or to any other 3 To 1 Fund, and any such affiliated personsAdviser. The Sub-Advisor Adviser will, at its own expense:
(a) advise the Advisor Adviser in connection with investment policy decisions to be made by it regarding the Portfolio Fund and, upon reasonable request, furnish the Advisor Adviser with research, economic and statistical data as may be in the possession of or readily obtained by the Sub-Adviser in connection with the PortfolioFund’s investments and investment policies for the Portfoliopolicies;
(b) upon reasonable advance notice, make its officers and employees reasonably available to meet with the Adviser and the Board of Trustees at the Adviser’s or the Trust’s principal place of business;
(c) submit such reports and information as the Advisor Adviser or the Fund may reasonably request request, including such reports as are reasonably necessary to assist the Fund’s custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of the market or fair value of securities held in the PortfolioFund;
(cd) place orders for purchases and sales of portfolio investments for the Portfolio;
(de) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
(ef) maintain and preserve the records relating to its activities hereunder required by applicable law Rule 31a-1 under the 1940 Act to be maintained and preserved by the Sub-AdvisorAdviser for the time required be preserved under Rule 31a-2 under the 1940 Act, to the extent not maintained by the Adviser or another agent of the Fund, and the Sub-Advisor Adviser hereby agrees that all records which it maintains for the Fund Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request; provided the Sub-Adviser shall be permitted to maintain copies of any such records, including the performance records of the Portfolio, and shall be permitted to use such performance records of the Portfolio as part of composite performance with the performance of other accounts managed in a similar strategy to promote its services to other accounts, including other fund accounts, to the extent permitted by applicable law or regulation and the Trust’s policies and procedures, subject to prior notice of the Adviser and to Section 13 of this Agreement;
(fg) 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 PortfolioFund on such day, and provide copies to the Advisor Adviser upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(gh) as soon as practicable (with 5 business days as the guideline) following the end of each calendar month or calendar quartermonth, provide the Advisor Adviser with written statements showing all transactions effected for the Portfolio during the month or quarter (as applicable)month, a summary listing all investments and instruments held in the Portfolio as of the last day of the month or calendar quarter (as applicable)month, and such other information relating to the Portfolio as the Advisor Adviser may reasonably request in connection with any accounting services request. Adviser acknowledges that the Advisor or its agents provide for the Fund. Advisor acknowledges that Sub-Advisor Adviser, the Custodian and Custodian or the Fund’s accounting or transfer agent may use different pricing vendors, which may result in valuation discrepancies;
(hi) absent specific written instructions to the contrary provided to it by the AdvisorAdviser, 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-AdvisorAdviser’s proxy voting policy (as updated from time to time) as most recently provided to the AdvisorAdviser. The Sub-Advisor 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 Portfolio. The Sub-AdvisorAdviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Advisor Adviser shall cause to be forwarded to the Sub-AdvisorAdviser. The Sub-Advisor Adviser further agrees that it will provide the Board of Trustees, as the Board may reasonably request, with a written report of the any proxies voted with respect to investments in the Portfolio during the most recent 12-month 12‑month period or such other period as the Board may designate, in a format that shall comply in all material respects with the 1940 Act. Upon reasonable request, the Sub-Advisor Adviser shall provide the Advisor Adviser with all proxy voting records (if any) in its possession relating to the Portfolio, including but not limited to those required by Form N-PXN‑PX (or subsequent form). Upon request of the AdvisorAdviser, the Sub-Advisor Adviser will also provide an annual certification, in a form reasonably acceptable to the AdvisorAdviser, attesting to the accuracy and completeness of such proxy voting records;
(ij) inform the Advisor Adviser and the Board of Trustees of any anticipated material changes in investment strategy or tactics or in key personnel as they relate personnel, provided that the Sub-Adviser may not implement any material change to the management of Fund’s investment strategies or policies prior to notice to the PortfolioAdviser and the Fund;
(jk) 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 the Board’s review thereof pursuant to Section 7 hereofof this Agreement;
(kl) notify the Advisor Adviser as soon as reasonably practicable, in writing, of the receipt of any material notice of a class action proceeding related to the Fund or any other action or proceeding in which the Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings;
(m) bear its own expenses of providing services to the Fund pursuant to this Agreement;
(n) provide reasonable advance notice to the Adviser of any potential or anticipated ownership changes that may result in a change of control (as such term is defined in the 0000 Xxx) of the Sub-Adviser or an “assignment” of this Agreement for the purposes of the 1940 Act;
(o) notify the Adviser and the Trust as soon as reasonably practicable to the extent permitted by applicable law in the event that the Sub-Adviser or any of its ownership within a reasonable time prior to such changesaffiliates becomes aware that it is or will be the subject of an administrative proceeding or enforcement action by the SEC or other regulatory or securities exchange authority; and
(lp) with respect to its activities under this Agreement, provide reasonable assistance to the Trust Trust, with respect to Sub-Adviser’s management of the Portfolio, in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”)thereunderSEC thereunder, and Rule 38a-1 of 38a‑1 under the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that the Sub-Advisor is in compliance with it has adopted and implemented policies and procedures reasonably designed to prevent violation of all applicable “federal securities laws,” as required by Rule 38a-1(e)(138a‑1(e)(1) under the 1940 Act, and Rule 206(4)-7 206(4)‑7 under the Advisers Act; (ii) facilitating and cooperating with required third-party third‑party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls; and (iii) providing the Trust’s chief compliance officer with direct access to the Sub-Advisor’s its compliance personnelpersonnel upon reasonable notice, at reasonable times and for reasonable purposes; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requestedreports, including of any material changes to the Sub-Adviser’s compliance policies; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of material violations of the Trust’s policies and procedures, material violations of applicable laws, including but not limited to federal and state securities laws, the Commodity Exchange Act (the “CEA”) and any other material compliance problemsviolations effecting the Fund, and a material weakness in the design or implementation of the Sub-Adviser’s compliance policies.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Manager Directed Portfolios)
