PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such 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) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 the Sub-Advisor Account. (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. The Sub-Advisor 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 that 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 the Investment Guidelines or the Prospectus, then the Sub-Advisor will use commercially reasonable efforts to promptly remedy such non-compliance. (e) The Sub-Advisor will use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly. (f) The Sub-Advisor will, at its own expense: (i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies; (ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each 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 Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations; (iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the 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 Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies; (iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account; (v) give instructions to the Custodian 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives; (vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties; (viii) 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-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 9 hereof; (xi) 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) 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, keep the Advisor informed of important developments affecting the Sub-Advisor Account and the Sub-Advisor, and, as reasonably requested by the Advisor, furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise; (xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s compliance controls with respect to the Sub-Advisor Account; and (iii) providing the Trust’s chief compliance officer with reasonable access to its compliance personnel, during regular business hours; (iv) providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-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, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Advisor shall be subject to and comply with:
(i) this AgreementAgreement and, to the extent applicable to the Sub-Advisor Account, 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) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 Sub-Advisor AccountFund’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 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. For the avoidance of doubt, with respect to the limitations described in the Investment Guidelines, the Sub-Advisor shall not be deemed by the Advisor to be in violation of this Agreement, the Prospectus or 1940 Act to the extent the Sub-Advisor Account is in compliance with such Investment Guidelines.
(d) If for any reason that 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 the Investment Guidelines or the Prospectus, then the Sub-Advisor will use commercially reasonable efforts to must promptly remedy such the non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly.
(f) The Sub-Advisor will, at its own expense:
(i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each 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 Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the 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 Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) 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 13Gand, 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 9 hereof;
(xi) to the extent reasonably practicable, 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) 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, andand on its own initiative, or as reasonably requested by the Advisor, will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnel, during regular business hours; (iv) upon reasonable request, providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-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, and subject to the supervision 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 Sub-Advisor Adviser Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Adviser Account pursuant to this Agreement if the Advisor Adviser deems such allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Advisor 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 thereunder or CFTC under such laws and all applicable securities laws in the jurisdiction where the Sub-Advisor Adviser is located or in which the Sub-Advisor Adviser 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;
(iviii) the supervision of the Board of Trustees of the Trust; and
(viv) such specific instructions as the Board of Trustees of the Trust or the Advisor Adviser may adopt and communicate to the Sub-AdvisorAdviser. The Sub-Advisor Adviser shall immediately notify Advisor 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) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor adviser to a separate series of the Trust for which the Advisor Adviser serves as investment advisoradviser, or with any sub-advisor adviser the Fund that is a principal underwriter to 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 the Sub-Advisor Adviser Account.
(c) The Sub-Advisor Adviser shall monitor its compliance with the Investment Guidelines and the Prospectus at all times and shall report to Advisor Adviser immediately any transactions or holdings that may be in violation of the Investment Guidelines or the Prospectus. The Sub-Advisor Adviser shall have the sole obligation to correct any such violation of the Investment Guidelines or Prospectus and shall reimburse AdvisorAdviser, the Fund or the Sub-Advisor Adviser Account for any and all losses, costs or damages resulting from such violation if such violation breaches the Sub-AdvisorAdviser’s standard of care set forth in Section 87.
(d) If for any reason that is beyond the control of the Sub-AdvisorAdviser, including market movements, contributions to or withdrawals from the Sub-Advisor Adviser Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Advisor Adviser Account ceases to comply with the Investment Guidelines or the Prospectus, then the Sub-Advisor will use commercially reasonable efforts to Adviser must promptly remedy such the non-compliance.
(e) The Sub-Advisor will Adviser must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor Adviser relating to the assets allocated to the Sub-Advisor Adviser Account promptly.
(f) The Sub-Advisor Adviser will, at its own expense:
(i) advise the Advisor Adviser and the Fund in connection with investment policy decisions to be made by it regarding the Sub-Advisor Adviser Account and, upon reasonable request, furnish the Advisor Adviser with research, economic and statistical data in connection with the Sub-Advisor Adviser Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each day, but no later than 11:00 a.m. Eastern time the following business day. The Sub-Advisor Adviser must provide the Custodian with copies of trade tickets for each transaction effected for the Fund, provide copies to the Advisor Adviser or Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor Adviser or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor 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 Advisor 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-Advisor Adviser Account, upon the reasonable request of the Advisor Adviser or Custodian; (c) upon the reasonable request of the Advisor 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 information to the Advisor Adviser or Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor Adviser and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Adviser Account;
(v) give instructions to the Custodian Custodian, connection with such purchases and sales, concerning the delivery of securities and transfer of cash for the Sub-Advisor Adviser Account;
(vi) maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Sub-Advisor Adviser 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 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 applicable law, all documents and records relating to the services provided by the Sub-Advisor Adviser pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Advisor Adviser Account, which are in possession of the Sub-AdvisorAdviser, shall be the property of the Trust. The Advisor Adviser or its representatives, shall have access to such books and records at all times during the Sub-AdvisorAdviser’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 Adviser to the Advisor Adviser or its representativesthe Trust or any other representatives of the Adviser or the Trust;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) 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-Advisor 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 9 8 hereof;
(xi) 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-Advisor Adviser Account or senior management of the Sub-Advisor Adviser in time sufficiently prior to any such change to enable the Advisor 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 Advisor Adviser and the Trust prior to each meeting of the Board of Trustees, all material changes in the Sub-Advisor Adviser Account since the prior report, and will also keep the Advisor Adviser and the Trust informed of important developments affecting the Sub-Advisor Adviser Account and the Sub-AdvisorAdviser, andand on its own initiative, or as reasonably requested by the AdvisorAdviser, furnish the Board of Trustees from time to time with such information as the Sub-Advisor Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Adviser Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Adviser Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-AdvisorAdviser’s management of the Sub-Advisor Adviser Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (ia) certifying periodically, upon the reasonable request of the Trust, that 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls with respect to the Sub-Advisor Accountcontrols; and (iiic) providing the Trust’s chief compliance officer with reasonable access to its compliance personnel, during regular business hours; (ivd) providing the Trust’s chief compliance officer with periodic reports; (ve) promptly providing special reports to the Trust’s chief compliance officer upon reasonable request; and (vif) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the AdvisorAdviser, as requested by the Trust, the AdvisorAdviser, or both; and
(xv) within the time period agreed upon between the Advisor Adviser and Sub-Advisor Adviser following a calendar quarter end, the Sub-AdvisorAdviser’s chief compliance officer shall complete and deliver a compliance questionnaire to AdvisorAdviser and the Trust, certifying (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-Advisor Adviser Account.
Appears in 1 contract
Samples: 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, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such 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 laws, if applicable, 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 in writing 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) and Rule 17a-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 FundSub-Advisor Account, it will not knowingly 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 underwriterunderwriter in connection with the management of the Sub-Advisor Account; (ii) with respect to transactions in securities or other assets for the FundSub-Advisor Account, it will not knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to the Fund or an affiliated person of such principal underwriterunderwriter in connection with the management of the Sub-Advisor Account; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to the Sub-Advisor Account.
(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 non-compliance with the Investment Guidelines or the Prospectus, regardless of whether the non-compliance was caused by the Sub-Advisor. The Sub-Advisor shall have the sole obligation to correct any violation of non-compliance with the Investment Guidelines or Prospectus and shall reimburse Advisor, the Fund or the Sub-Advisor Account for any and all actual losses, costs or damages resulting from such violation if such violation breaches transactions or holdings that are in non-compliance with the Investment Guidelines or Prospectus due to a breach of the Sub-Advisor’s standard of care set forth in Section 8.
(d) If for any reason that 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 the Investment Guidelines or the Prospectus, then the Sub-Advisor will must use commercially reasonable efforts to promptly remedy such the non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly.
(f) The Sub-Advisor will, at its own expense:
(i) advise the Advisor Advisor, upon request, in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policiespolicies in existence and consistent with current practice;
(ii) to the extent not already received, furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each 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 Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the CustodianFund, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian 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 Custodian; (c) upon the reasonable request of the Advisor or Custodianthe Fund, 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 Trust upon their reasonable request, with such records being deemed shared records of the Trust recordsand the Sub-Advisor. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) assist provide reasonable assistance to the Trust 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 requiredapplicable, 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 9 hereof;
(xi) 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 a portfolio manager(s) manager of the Sub-Advisor Account or senior management its ownership that would result in a “change of control” under the Sub-Advisor Advisers Act 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 Advisers Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such change;
(xii) upon request, 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 that will have a material adverse effect on the Sub-Advisor Account and the Sub-Advisor, and, as reasonably requested by the Advisor, will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwiseinformation;
(xiii) 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 Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnel, during regular business hours; (iv) providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable 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 reasonably 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 (if true) including a request that Sub-Advisor certify that no material breaches of policy or procedures have occurred in relation to the Sub-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, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such 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) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 Sub-Advisor AccountFund’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 non-compliance of the Investment Guidelines or the Prospectus, regardless of whether the non-compliance was caused by the Sub-Advisor. The Sub-Advisor shall have the sole obligation to correct any violation non-compliance 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 non-compliance if such violation non-compliance breaches the Sub-Advisor’s standard of care set forth in Section 8.
(d) If for any reason that 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 the Investment Guidelines or the Prospectus, then the Sub-Advisor will use commercially reasonable efforts to must promptly remedy such the non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly.
(f) The Sub-Advisor will, at its own expense:
(i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies. This provision shall not be deemed to limit or otherwise restrict the Sub-Advisor’s ability to determine the investments for the Sub-Advisor Account;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each 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 Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the 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 Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) 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 13Gand, 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 9 hereof;
(xi) 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) 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, andand on its own initiative, or as reasonably requested by the Advisor, will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnel, during regular business hours; (iv) providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-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, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility discretionary authority for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention retention, disposition, exchange, conversion, borrowing, and disposition covering/collateralizing of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Sub-Advisor shall determine what portion of the Sub-Advisor Account will be invested or held uninvested as cash consistent with the investment program formulated by the Sub-Advisor. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such 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 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)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 the Sub-Advisor Account.
(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 are in violation of the Investment Guidelines or the Prospectus. The Sub-Advisor 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 8Prospectus.
(d) If for any reason that is beyond the control of the Sub-Advisor, including market movements, contributions to or withdrawals from the Sub-Advisor Account or a change in the nature of any investment (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 will use commercially reasonable efforts to must promptly remedy such the non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly.
(f) The Sub-Advisor will, at its own expense:
(i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each 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 Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the 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 Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies, and the parties acknowledge and agree that the Trust’s Valuation Committee acting under the supervision of the Trust’s Board of Trustees, and not the Sub-Advisor, has ultimate responsibility for determining the fair value of the securities in the Sub-Advisor Account as set forth in the Trust’s Pricing Policy;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, representatives shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) assist provide reasonable assistance as needed in the preparation preparation, as pertaining 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, 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 9 hereof;
(xi) notify the Advisor and the Trust of any change in its ownership, including any change of controlcontrol under the Advisers Act, 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, Act or the Advisers 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 Advisor, upon request, 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, andand on its own initiative, or as reasonably requested by the Advisor, will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in material 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable access to its compliance personnel, during regular business hours; (iv) providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable 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 reasonably 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-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 FundFund as provided to the Sub-Advisor, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus provided to the Sub-Advisor and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Advisor shall be subject to and shall use commercially reasonable efforts to comply with:
(i) this AgreementAgreement and solely to the extent applicable to the Sub-Advisor, 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 promptly notify Advisor if it is unable to comply of a material non-compliance with any the requirements of the foregoingthis Section 2(a).
(b) For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii) and Rule 17a-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 knowingly (without inquiry) 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 knowingly (without inquiry) consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor to the Fund that is a principal underwriter to 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 agrees that it will provide the Sub-Advisor Accountwith the name of the principal underwriters of Fund and the separate series of the Trust and will notify the Advisor of any change in such principal underwriters.
(c) The Sub-Advisor shall monitor its compliance with the Investment Guidelines and the Prospectus at all times and shall report to the Advisor immediately promptly after the Sub-Advisor becomes aware of any transactions or holdings that may be are in violation of non-compliance with the Investment Guidelines or the Prospectus, regardless of whether the non-compliance was caused by the Sub-Advisor. The Sub-Advisor shall have the sole obligation use commercially reasonable efforts to correct any violation of non-compliance with 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 non-compliance that breaches the Sub-Advisor’s standard of care set forth in Section 8.
(d) If for any reason that 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 the Investment Guidelines or the Prospectus, then the Sub-Advisor will must use commercially reasonable efforts to promptly remedy such the non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from that the Board of Trustees of the Trust or the Advisor may adopt and communicate to the Sub-Advisor relating to the assets allocated to the Sub-Advisor Account promptly, it being acknowledged that the Sub-Advisor shall have no liability to the extent it follows such instructions.
(f) The Sub-Advisor will, at its own expense:
(i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each 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 Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the FundSub-Advisor Account. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees employee(s) shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the reasonable request of the Advisor or Custodian, confirming pricing and providing recommendations for fair valuationsvaluations with respect to securities held by the Sub-Advisor Account; and (d) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Advisor or Trust upon request, with such records being deemed shared records of the Trust recordsand the Sub-Advisor. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendorsvendors and be subject to different valuation policies and procedures, which may result in valuation discrepancies, including with respect to same positions held by other clients of the Sub-Advisor;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Sub-Advisor Account;
(vi) use commercially reasonable efforts to 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, as applicable to the Sub-Advisor. The Sub-Advisor shall prepare and maintain, or cause has adopted record retention policies as required by Rule 206(4)-7 under the Advisers Act. All records required to be prepared maintained and maintained, in 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 preserved by the Sub-Advisor Account pursuant to this Agreement the rules or regulations under Section 31(a) of the 1940 Act and maintained and preserved by the Sub-Advisor on behalf of the Sub-Advisor Account are the property of the Trust and shall be surrendered by the Sub-Advisor promptly on request by the Trust or the Advisor; provided, that the Sub-Advisor may at its own expense make and retain copies of any such records, provided that such records shall remain subject to the confidentiality obligations applicable to the Advisor under Section 16. The Sub-Advisor agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records required to be prepared and maintained by the Sub-Advisor or under Rule 31a‐1 under the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Advisor Account, which are in possession of the Sub-Advisor, shall be the property of the Trust1940 Act. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information with respect to the Sub-Advisor Account available to the accountants for the performance of the accountants’ duties;
(viii) assist provide information in its possession in connection with 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., solely to the extent such reports and filings require information relating to the Sub-Advisor Account or the Sub-Advisor’s provision of portfolio management services hereunder. The Sub-Advisor shall have no obligation to prepare any such reports or filings, it being acknowledged that any reports or filings required under the 1940 Act are the obligation of the Trust, the Fund and/or the Advisor and not the Sub-Advisor;
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G, in each case if required, with respect to securities held in the Sub-Advisor Account (and without taking into account securities that do not comprise the Sub-Advisor Account);
(x) furnish to the Board of Trustees such information in its possession as may reasonably be necessary in order for such Trustees to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 9 hereof;
(xi) notify the Advisor and the Trust if its chief executive officer or any member of any the portfolio management team named in the Registration Statement for the Fund changes, or if there is an actual 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 control or senior management of the Sub-Advisor in time sufficiently prior to any such change to enable Sub‐Adviser within the Advisor meaning of Rules 2a‐6 and the Trust to comply with the provisions of 202(a)(1)‐1 under the 1940 Act and Advisers Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such changerespectively;
(xii) 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 material developments affecting the Sub-Advisor Account and the Sub-Advisor (in each case, materiality shall be determined by the Sub-Advisor, andin its sole discretion), and on its own initiative, or as reasonably requested by the Advisor, will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;
(xiii) provide commercially reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it has adopted policies and procedures reasonably likely to prevent violation of federal securities laws applicable to it, and is in compliance in all material respects 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) upon request and reasonable prior notice, providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnel, during regular business hours; (iv) upon reasonable request, providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports relating to the Trust’s chief compliance officer upon reasonable requestSub-Advisor Account and the Sub-Advisor's provision of portfolio management services hereunder that are reasonably required to comply with applicable law or regulatory requirement, provided that such obligations do not cause the Sub-Advisor and its affiliates to incur unreasonable costs or expenses and do not cause undue disruption to the normal business activities of the Sub-Advisor or its affiliates or their respective employees, consultants and representatives; and (viv) promptly providing notice of any material compliance mattersmatters that would reasonably likely have an adverse impact on the Sub-Advisor or the Fund;
(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, but not more frequently than quarterly; 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-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, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such 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 restrictions, objectives, strategies and policies set forth in the Prospectus (collectively, the “Investment Restrictions”);
(iii) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account furnished pursuant to Section 4;
4 hereof; provided, however, that if the Sub-Advisor Account is not in compliance with the Investment Guidelines (iiiA) because (1) the investment restrictionsAdvisor has reallocated a portion of the Fund’s assets to or from the Sub-Advisor Account or (2) the Advisor has modified the Investment Guidelines pursuant to Section 4 hereof, objectives, strategies or (B) and policies set forth the Sub-Advisor Account’s noncompliance with the Investment Guidelines does not directly result in the ProspectusFund’s non-compliance with the Investment Restrictions, the Sub-Advisor shall have a reasonable amount of time to cause (without cost to the Sub-Advisor) the Sub-Advisor Account to comply with the Investment Guidelines;
(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-AdvisorAdvisor provided that each such instruction is consistent with and not in violation of Relevant Law and the Prospectus. The Sub-Advisor shall immediately 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) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 Sub-Advisor AccountFund’s portfolio designated by the Advisor.
(c) The Sub-Advisor shall monitor its the Sub-Advisor Account’s compliance with the Investment Guidelines and the Prospectus at all times Investment Restrictions daily and shall report to Advisor immediately promptly after Sub-Advisor reasonably determines that any transactions or holdings that may be are in violation non-compliance of the Investment Guidelines or the ProspectusInvestment Restrictions, regardless of whether the non-compliance was caused by the Sub-Advisor and shall cause any non-compliance to be corrected reasonably promptly. The Sub-Advisor 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 transactions or holdings that are in non-compliance with the Investment Guidelines that directly results in Fund’s non-compliance with the Investment Restrictions or the Investment Restrictions due to a breach of the Sub-Advisor’s standard of care set forth in the first paragraph of Section 8, below.
(d) If for any reason that is beyond the control of the Sub-Advisor, including market movements, contributions to or withdrawals from the Sub-Advisor Account or a change in the nature of any investment (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 will use commercially reasonable efforts to promptly remedy such non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly.
(fe) The Sub-Advisor will, at its own expense:
(i) advise consult from time to time with the Advisor in connection with investment policy decisions to be made by it the Sub-Advisor regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each day, but no later than 11:00 a.m. Eastern time the following business day. The Sub-Advisor also must provide the Custodian with copies of trade tickets for each transaction effected for the Fund, provide copies to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmationsconfirmations after their receipt;
(iii) subject to the Trust’s valuation policies and procedures and obligations under the 1940 Act to value its securities, submit such reports and information as the Advisor or the Fund may reasonably request to assist the CustodianAdvisor, administrator the Fund or the Fund’s fund accounting agent in its or their determination of the market fair value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees one employee upon reasonable prior notice shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian 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 Custodianthe Fund; (c) upon the reasonable request of the Advisor or Custodianthe Fund, 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 Trust upon request, with such records being deemed Trust records, the Sub-Advisor retaining its own copies at its expense. The parties acknowledge that the Sub-Advisor and the Custodian Trust or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepanciesdiscrepancies amongst themselves and between them and the values suggested by the Sub-Advisor;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) upon the reasonable request of the Fund or the Advisor, assist the Fund in the its 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 requiredapplicable, 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 9 hereof;
(xi) 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) 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, andand on its own initiative, or as reasonably requested by the Advisor, will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and in compliance with the Advisers Act as required by Rule 206(4)-7 under the Advisers Act; (ii) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s it compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnel, during regular business hours; (iv) providing the Trust’s chief compliance officer with periodic reports; and (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable request; and (vi) promptly providing notice of any material compliance matters;
(xiv) telephonically attend 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) 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-Advisor Account, other than those expressly disclosed therein.
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, and subject to the supervision of the Advisor Adviser and oversight of the Board of Trusteesand 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 Sub-Advisor Adviser Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus (as it may be amended from time to time) and in accordance with this Agreement. The Advisor Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund and the Prospectus, and subject to the oversight of the Board and consistent with its fiduciary duties to the Fund, the Adviser has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Adviser Account pursuant to this Agreement if the Advisor Adviser deems such allocation appropriate.
(a) In providing its services under this Agreement, the Sub-Advisor 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 thereunder (or CFTC, if applicable) under such laws and all applicable securities laws in the jurisdiction where the Sub-Advisor Adviser is located or in which the Sub-Advisor Adviser 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
(viii) such specific instructions (consistent this Agreement and with (i) and (ii) above), as the Board of Trustees of the Trust or the Advisor Adviser may duly adopt and communicate to the Sub-AdvisorAdviser. The Sub-Advisor Adviser shall immediately as soon as practicable notify Advisor the 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) and Rule 17a-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 knowingly 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; and (ii) with respect to transactions in securities or other assets for the Fund, it will not knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 the Sub-Advisor Adviser Account.
(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. The Sub-Advisor 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 that is beyond the control of the Sub-AdvisorAdviser, including market movements, contributions to or withdrawals from the Sub-Advisor Adviser Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Sub-Advisor Adviser Account ceases to comply with the Investment Guidelines or the Prospectus, then the Sub-Advisor will use commercially reasonable efforts to Adviser must promptly remedy such the non-compliance.
(ed) The Sub-Advisor will Adviser must use commercially reasonable efforts to satisfy any instruction under Section 2(a)(iii) hereunder from the Board of Trustees of the Trust or the Advisor Adviser relating to the assets allocated to the Sub-Advisor Adviser Account promptlyas promptly as practicable.
(fe) The Sub-Advisor Adviser will, at its own expense, and shall have the power and authority to:
(i) advise the Advisor Adviser and the Fund in connection with investment policy decisions to be made by it regarding the Sub-Advisor Adviser Account and, upon reasonable request, furnish the Advisor Adviser with research, economic and statistical data in connection with the Sub-Advisor Adviser Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades. The Custodian should receive this data by the close of business each day, but no later than 11:00 a.m. Eastern time the following business day. The Sub-Advisor Adviser must provide the Custodian with copies of trade tickets for each transaction effected for the Fund, provide copies to the Advisor Adviser or Fund upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor Adviser or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor 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 TrustFund’s Valuation Committee convenes; (b) assisting the Advisor 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-Advisor Adviser Account, upon the reasonable request of the Advisor Adviser or Custodian; (c) upon the reasonable request of the Advisor 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 information to the Advisor Adviser or Trust Fund upon reasonable request, with such records being deemed Trust Fund records. The parties hereby acknowledge that the Sub-Advisor Adviser and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place effectuate its investment decisions for the Sub-Adviser Account, for and in the name of the Fund, including without limitation the negotiation, execution and delivery of all documents relating to the investments of the Sub-Adviser Account and the placing of orders for purchases and sales of portfolio investments for the Sub-Advisor Adviser Account;
(v) give instructions to the Custodian Custodian, in connection with such purchases and sales, concerning the delivery of securities and transfer of cash for the Sub-Advisor Adviser Account;
(vi) maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Sub-Advisor Adviser Account as are required to be maintained by the Trust Fund in accordance with applicable laws and regulations, including but not limited to the 1940 Act. The Sub-Advisor 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 applicable law, all documents and records relating to the services provided by the Sub-Advisor Adviser pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor Adviser or the Trust Fund pursuant to applicable law. To the extent required by law, the books and records pertaining to the Sub-Advisor Adviser Account, which are in possession of the Sub-AdvisorAdviser, shall be the property of the TrustFund. The Advisor Adviser or its representatives, shall have access to such books and records at all times during the Sub-AdvisorAdviser’s normal business hours. Upon the reasonable request of the AdvisorAdviser or the Fund, copies of any such books and records shall be provided promptly by the Sub-Advisor Adviser to the Advisor Adviser or its representativesthe Fund or any other representatives of the Adviser or the Fund;
(vii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) reasonably 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-Advisor 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 9 8 hereof;
(xi) notify the Advisor Adviser and the Trust Fund 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 Adviser Account or senior management of the Sub-Advisor Adviser in time sufficiently prior to any such change to enable the Advisor Adviser and the Trust Fund 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 Adviser and the Fund, prior to each meeting of the Board of TrusteesBoard, all material changes in the Sub-Advisor Adviser Account since the prior report, and will also keep the Advisor Adviser and the Fund informed of important material developments affecting the Sub-Advisor Adviser Account and the Sub-AdvisorAdviser, andand on its own initiative, or as reasonably requested by the AdvisorAdviser, furnish the Board of Trustees from time to time with such information as the Sub-Advisor Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Adviser Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Adviser Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the TrustFund, with respect to the Sub-AdvisorAdviser’s management of the Sub-Advisor Adviser Account, in connection with (a) the TrustFund’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder thereunder, and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (ia) certifying periodically, upon the reasonable request of the TrustFund, that 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; (iib) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust Fund to evaluate the effectiveness of the Sub-Advisor’s its compliance controls with respect to the Sub-Advisor Accountcontrols; and (iiic) providing the TrustFund’s chief compliance officer with reasonable access to its compliance personnel, during regular business hours; (ivd) providing the TrustFund’s chief compliance officer with periodic reports; (ve) promptly providing special reports to the TrustFund’s chief compliance officer upon reasonable request; and (vif) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees and the AdvisorAdviser, as reasonably requested by the TrustFund, the AdvisorAdviser, or both; and
(xv) within the time period agreed upon between the Advisor Adviser and Sub-Advisor Adviser following a calendar quarter end, the Sub-AdvisorAdviser’s chief compliance officer shall complete and deliver a compliance questionnaire to AdvisorAdviser and the Fund, certifying (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-Advisor Adviser Account.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Alpha Alternative Assets Fund)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision of the Advisor and oversight of the Board of TrusteesBoard, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including the purchase, retention retention, disposition, borrowing and disposition exchange of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Sub-Advisor shall also determine what portion of the Sub-Advisor Account’s assets will be invested or held uninvested as cash (or in cash equivalents selected by the Sub-Advisor). The Advisor has the right at any time time, upon notice to the Sub-Advisor, to reallocate the a portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such allocation reallocation appropriate.
(a) In providing its services under this Agreement, the Sub-Advisor shall be subject to and comply with:
(i) with 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”);. The Sub-Advisor shall promptly notify the Advisor if it becomes aware that it is unable to comply in any material respect with any of the foregoing.
(iib) In providing its services under this Agreement, the Sub-Advisor shall be subject to and comply with:
(i) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account furnished pursuant to Section 4;
(iiiii) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(iviii) the supervision of the Board of Trustees of the TrustBoard; and
(viv) 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 promptly notify the Advisor if it becomes aware that it is unable to comply with any of the foregoing.
(bc) For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 the Sub-Advisor Account.
(cd) The Sub-Advisor shall monitor its compliance with the Investment Guidelines and the Prospectus at all times on an ongoing basis and shall report to Advisor immediately promptly any transactions or holdings that may be are in violation of non-compliance with the Investment Guidelines or the Prospectus, regardless of whether the non-compliance was caused by the Sub-Advisor. The Sub-Advisor shall have the sole obligation to correct any violation of non-compliance with the Investment Guidelines or Prospectus and Prospectus. The Sub-Advisor shall reimburse the Advisor, the Fund or the Sub-Advisor Account for any and all actual losses, costs or damages resulting from such violation if such violation breaches transactions or holdings which are in non-compliance with the Investment Guidelines or Prospectus for any reason which is within the control of the Sub-Advisor’s standard of care set forth in Section 8, subject to Sections 8(d) and 8(e).
(de) If for any reason that 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 the Investment Guidelines or the Prospectus, then the Sub-Advisor will shall use commercially reasonable efforts to promptly remedy such the non-compliance.
(ef) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly. The Advisor acknowledges that (i) the liquidation of portfolio positions is subject to market settlement systems and (ii) there can be no guarantee that the Sub-Advisor or the Fund will be able to liquidate within any given period that portion of the Fund’s assets allocated to the Sub-Advisor Account that may be invested in assets that are not considered to be “liquid” as defined in the Investment Guidelines (“Illiquid Assets”).
(fg) The Sub-Advisor will, at its own expense:
(i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with a daily information as to executed tradestrade file containing an itemized record of all investment orders placed by the Sub-Advisor with brokers and dealers for the Sub-Advisor Account, including all details set forth in Rule 31a-1 under the 1940 Act. The Custodian should receive this data by the close of business each day, but no later than 11:00 a.m. Eastern time the following business day. The Sub-For purposes of the foregoing sentence, (A) communication via electronic means will be acceptable as agreed to in writing from time to time by the Advisor must provide or the Custodian with copies of trade tickets for each transaction effected for the Fund, provide copies to and (B) the Advisor upon request, and promptly forward to confirms that a daily trade file in substantially the Custodian copies of all brokerage or dealer confirmationsform attached hereto as Exhibit I will be acceptable;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when consultation, upon reasonable advance notice, whenever the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or the Custodian; (c) upon the reasonable request of the Advisor or the 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 Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place orders for purchases purchases, sales and sales exchanges of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Sub-Advisor Account;
(vi) maintain records relating to its portfolio transactions and placing the placement 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have access to such books and records at all times during the Sub-Advisor’s normal business hourshours upon reasonable advance notice. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;
(vii) reasonably cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) assist provide reasonable assistance as needed in the preparation of (but not prepare or pay for) 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) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedule 13D or 13G, if required, 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 9 hereof;
(xi) notify the Advisor and the Trust (A) if its chief executive officer or the portfolio manager named in the registration statement for the Fund changes and (B) of any actual 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 control or senior management of the Sub-Advisor within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively, in time sufficiently prior to any such change to enable the Advisor and the Trust to comply each case concurrently with the provisions notifying other clients of the 1940 Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such changeSub-Advisor and/or its affiliated persons thereof;
(xii) upon the reasonable request of the Advisor, will report to the Advisor prior to each meeting of the Board of TrusteesBoard, all material changes in the Sub-Advisor Account since the prior report, and will also keep the Advisor informed of important material developments affecting the Sub-Advisor Account and the Sub-Advisor, and, as reasonably requested by the Advisor, and will furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;.
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that with respect to the Sub-Advisor Account and the Sub-Advisor’s provision of portfolio management services hereunder, it has adopted and implemented, maintains in effect and is in compliance with written policies and procedures reasonably designed to prevent violation of all applicable “federal securities laws,” Federal Securities Laws (as defined in Rule 38a-1(e)(1) under the 1000 Xxx) by the Sub-Advisor and its supervised persons and has maintained and implemented such policies and procedures as required by Rule 38a-1(e)(1) 38a-1 under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) subject to reasonable confidentiality protections, reasonably facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnel, during regular business hours; (iv) upon reasonable request, providing the Trust’s chief compliance officer with periodic reports; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable request; and (vi) promptly providing notice of any material violations of the Sub-Advisor’s compliance mattersprogram with respect to the Sub-Advisor Account and the Sub-Advisor’s provision of portfolio management services hereunder;
(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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-Advisor Account.
(h) The Sub-Advisor is hereby authorized to prepare and file all documentation in connection with its management of the Sub-Advisor Account, including, without limitation, proofs of claim, evidence of indebtedness, related bankruptcy and insolvency filings and other similar filings on behalf of the Trust.
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, and subject to the supervision of the Advisor and oversight of the Board of Trustees, the Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s assets allocated to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such 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”);
A/ 75705503.2
(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 in writing 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)(ii10f-3(a)(5)(ii), Rule 12d3-1(c)(3)(ii) and Rule 17a-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 knowingly 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 knowingly consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to 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 the Sub-Advisor Account.
(c) The Sub-Advisor shall monitor its compliance of the Sub-Advisor Account 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. The Sub-Advisor shall have the sole obligation to correct any violation by the Sub-Advisor Account of the Investment Guidelines or Prospectus and shall reimburse AdvisorProspectus. For the avoidance of doubt, the Sub-Advisor shall be under no duty to supervise, direct the investment of or otherwise monitor any assets of the Fund or other than assets that constitute 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 8time to time.
(d) If for any reason that is beyond the control of the Sub-Advisor, including market movements, contributions to or withdrawals from the Sub-Advisor Account or a change in the nature of any investment (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 will use commercially reasonable efforts to must promptly remedy such the non-compliance.
(e) The Sub-Advisor will must use commercially reasonable efforts to satisfy any instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated to the Sub-Advisor Account promptly.
(f) The Sub-Advisor will, at its own expense:: A/75705503.2
(i) advise the Advisor in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account and, upon reasonable request, furnish the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily trade files containing information as to executed trades. The Custodian should receive this data these trade files by the close of business each 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 such daily trade tickets for each transaction effected for the Fund, provide copies files to the Advisor upon request, and promptly forward to the Custodian copies of all brokerage or dealer confirmations;
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, administrator or fund accounting agent in its or their determination of the market value of securities held in the Fund. Such assistance includes (but is not limited to): (a) designating and providing reasonable access, during regular business hours, access to one or more employees of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the 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 Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-Advisor and the Custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies;
(iv) place orders for purchases and sales of portfolio investments for the Sub-Advisor Account;
(v) give instructions to the Custodian concerning the delivery of securities and other investments 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 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 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 are in possession of the Sub-Advisor, shall be the property of the Trust. The Advisor or its representatives, shall have reasonable access to such books and records at all times records, upon reasonable advance notice, during the Sub-Advisor’s normal business hours. Upon the reasonable request and expense of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives;; A/75705503.2
(vii) reasonably cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties;
(viii) 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 by the Sub-Advisor in a timely manner Form 13F and Schedule 13G, if required, with respect to which shall report securities held in the Sub-Advisor AccountAccount as being subject to the Sub-Advisor’s ‘investment discretion’ (for purposes of Form 13F) and as being deemed ‘beneficially owned’ by the Sub-Advisor for purposes of Schedule 13G);
(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 9 hereof;
(xi) notify the Advisor and the Trust of any change in its ownership, including any change of control, 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) 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, andand on its own initiative, or as reasonably requested by the Advisor, furnish the Board of Trustees from time to time with such information as the Sub-Advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor Account maintains investments, or otherwise;
(xiii) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor Account, in connection with (a) the Trust’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Act. With respect to compliance with Rule 38a-1 of the 1940 Act, such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it 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) subject to reasonable confidentiality protections, facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of the Sub-Advisor’s its compliance controls with respect to the Sub-Advisor Accountcontrols; and (iii) providing the Trust’s chief compliance officer with reasonable access to its compliance personnel, during regular business hours; (iv) providing the Trust’s chief compliance officer with such periodic reportsreports as the Trust’s chief compliance officer may reasonably request; (v) promptly providing special reports to the Trust’s chief compliance officer upon reasonable request; and (vi) promptly providing notice of any material compliance matters;
A/ 75705503.2
(xiv) attend regular business and investment related meetings with the Board of Trustees and the Advisor, as reasonably requested by the Trust, the Advisor, or bothboth and upon reasonable notice; 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 (if true) that no material breaches of policy or procedures have occurred in relation to the Sub-Advisor Account.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Trust for Professional Managers)
