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 consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, 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 must promptly remedy the non-compliance. (e) The Sub-Advisor must use 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 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 in accordance with the Custodian’s stated market cut-off times; (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 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 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 reasonable access to such books and records at all times during the Sub-Advisor’s normal business hours 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) 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, and also keep the Advisor informed of important developments affecting the Sub-Advisor Account and the Sub-Advisor as they occur; (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) facilitating and cooperating with third-party audits arranged by the Trust as reasonably necessary to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with reasonable access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports as reasonably requested; and (v) promptly providing notice of any material compliance matters; (xiv) attend regular business and investment related meetings with the Board of Trustees and the Advisor, as requested by the Trust, the Advisor, or both; and (xv) within the time period agreed upon between the Advisor and Sub-Advisor following a calendar quarter end, the Sub-Advisor’s chief compliance officer shall complete and deliver a compliance questionnaire to Advisor, certifying that no material breaches of policy or procedures have occurred in relation to the 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 Subject to the supervision of the Advisor Board and oversight of the Board of TrusteesAdviser, the Sub-Advisor Adviser shall have manage the sole and exclusive responsibility for the making investments of all investment decisions for the Sub-Advisor Account, including purchase, retention and disposition of securities and other investments, each Allocated Portion in accordance with the applicable Fund’s investment objectivesobjective, policies policies, and restrictions as stated provided 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 Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time and provided to the Sub-Advisor Account pursuant to this Agreement if the Advisor deems such allocation appropriate.
(a) In providing its services under this AgreementAdviser, 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)(ii2(a)), Rule 12d3-1(c)(3)(ii) and Rule 17a-10(a)(2) in compliance with the requirements applicable to registered investment companies under applicable laws, including, but not limited to, the 1940 Act, the Commodity Exchange Act (the “CEA”) and the rules of the National Futures Association (the “NFA Rules”), and those requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). From time to time, the Adviser or the Funds may provide the Sub-Advisor hereby agrees that: (i) Adviser with respect to transactions in securities or written copies of other assets for the Fundinvestment policies, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to the Fund or an affiliated person of such principal underwriter; guidelines and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely restrictions applicable 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 Adviser’s management of the Investment Guidelines or Allocated Portions, which shall become effective at such time as agreed upon by both parties in writing, which may consist of agreement via email correspondence notwithstanding the Prospectusformal notice provisions of Section 20 of this Agreement. The Sub-Advisor shall have the sole obligation Subject to correct any violation each 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)foregoing sentences above, the Sub-Advisor Account ceases Adviser shall have full discretionary authority to comply with manage the Investment Guidelines investment of the assets of the Allocated Portions, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles and other property and assets comprising or relating to the ProspectusAllocated Portions. In addition, then the Sub-Advisor must promptly remedy the non-compliance.
(e) The Sub-Advisor must use 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 Adviser will, at its own expense:
(ia) advise the Advisor Adviser and the Funds in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account Funds and, upon request, furnish the Advisor Adviser and the Funds with research, economic and statistical data in connection with the Sub-Advisor Accounteach Fund’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades in accordance with the Custodian’s stated market cut-off times;
(iiib) submit such reports and information as the Advisor Adviser or the Fund Funds may reasonably request to assist the Custodian, administrator or fund accounting agent Adviser and/or the Custodian in its or their determination of the market value of securities held in the Fund. Such assistance includes Funds;
(but is not limited to): (ac) designating obtain and providing access to one or more employees of evaluate pertinent economic, financial, and other information affecting 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 economy generally and offers or quotes from brokers/dealers or market-makers with respect certain investment assets as such information relates to securities held or other financial instruments that are purchased for or considered for purchase by the Sub-Advisor Account, upon the reasonable request of the Advisor or Custodian; (c) upon the request of the Advisor or Custodian, confirming pricing and providing recommendations Adviser for fair valuations; and an Allocated Portion;
(d) maintaining adequate records employ professional portfolio managers and written backup information with respect securities analysts who provide research services 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 discrepanciesAllocated Portions;
(ive) place orders for purchases and sales of portfolio investments for the Sub-Advisor Accounteach Allocated Portion;
(vf) give instructions to the Custodian concerning the delivery of securities and transfer of cash for each Allocated Portion;
(g) The Sub-Adviser shall, as soon as practicable after the close of business each day, but no later than the deadline mutually agreed between the parties; provided that such agreement shall not be unreasonably withheld, conditioned or delayed and allows the Custodian and the Fund to meet their obligations under all applicable laws, provide the Custodian with electronic copies of trade tickets for each transaction effected for the Allocated Portions by the Sub-Advisor AccountAdviser. In addition, the Sub-Adviser shall provide electronic copies of such trade tickets to the Adviser and the applicable Fund upon request, and promptly forward to the Custodian electronic copies of all brokerage or dealer confirmations received by the Sub-Adviser;
(vih) maintain records as soon as practicable following the end of each calendar month, provide the Adviser and the Funds with written statements showing all transactions effected for the Allocated Portions during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portions as of the last day of the month, and such other information as the Adviser or the Funds may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Funds. The Adviser and the Funds acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies.
(i) to the extent reasonably requested by the Trust or the Adviser, use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Trust or the Adviser via any reasonably requested means, including submission to an electronic portal, which may be updated from time to time by the Chief Compliance Office of the Trust or the Adviser via email notice notwithstanding the formal notice provisions of Section 20 of this Agreement, with (a) current copies of the compliance policies and procedures of the Sub-Adviser in effect from time to time (including prompt notice of any material changes thereto) or a written summary of such policies and procedures which must include detail sufficient to allow the Chief Compliance Officer of the Trust to analyze and assess the adequacy of the Sub-Adviser’s policies and procedures and the reasonableness of their design, as well as copies of specific policies and procedures that address the Sub-Adviser’s investment advisory activities for the Fund, (b) reports of any violations of the Sub-Adviser’s compliance policies and procedures that occurred in connection with the provision of services to the Funds, (c) a copy of the Sub-Adviser’s annual compliance report as required by Rule 206(4)-7 of the Advisers Act, (d) copies of any correspondence between the Sub- Adviser and a regulatory agency in connection with regulatory examinations or proceedings relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Sub-Advisor Account as are required Adviser’s investment advisory activities or any other matter that could reasonably be expected to be maintained material to the Adviser’s or the Board’s oversight of the Sub-Adviser, and (e) upon request, a certificate of the Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); comply with all policies and procedures adopted or approved by the Trust Board in accordance compliance with applicable laws and regulationslaw, including but not limited to without limitation, Rules 2a-4, 2a-5, 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act. The , and the Pricing and Valuation Procedures (collectively, the “Fund Procedures”) provided to the Sub-Advisor shall prepare Adviser by the Adviser or the Funds and maintain, notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures 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 (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Advisor pursuant Adviser;
(k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to this Agreement required the Adviser and the Funds, including any amendments thereto, and institute and enforce procedures reasonably necessary to be prepared prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics;
(l) promptly complete and maintained by return to the Sub-Advisor Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining any compliance questionnaires or other inquiries submitted to the Sub-Advisor Account, which are Adviser 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 during the Sub-Advisor’s normal business hours 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 representativeswriting;
(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;
(xm) furnish to the Board of Trustees such information as may reasonably be necessary requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments hereto thereto for the purpose purposes of casting approving this Agreement, the renewal thereof or any amendment hereto; and
(n) to the extent called for by the Fund Procedures, or as reasonably requested by a vote pursuant Fund or the Adviser, provide the applicable Fund and the Adviser with information and advice regarding assets in the relevant Allocated Portion to Section 9 hereofassist the Fund and the Adviser in (i) the Fund’s or the Advisor’s determination of the appropriate fair value of such assets, the appropriate pricing sources for such assets, and whether pricing information provided by the Funds’ pricing agents is reasonable; (ii) the Fund’s or the Advisor’s determination of the appropriate liquidity classifications of such assets, and whether liquidity information provided by the Funds’ liquidity classification agents is reasonable; and (iii) the Fund’s or the Advisor’s obligations to identify, assess or monitor risk guidelines, including, as necessary, remediation of findings with respect to the Fund’s liquidity and derivatives risk management program;
(xio) notify file with the Advisor SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Trust Exchange Act (as defined below), with respect to its management of an Allocated Portion as part of its duties as are set forth herein;
(p) except as permitted by the Fund Procedures, shall treat confidentially, and shall not disclose without the consent of the applicable Fund, all information in respect of the portfolio investments of the Fund, including, without limitation, the identification and market value or other pricing information of any change in its ownership, including any change of control, and of any changes to key personnel who are either all portfolio manager(s) of securities or other financial instruments held by 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 thereunderFund, and any and all trades of portfolio securities or other applicable lawtransactions effected for the Fund (including past, rule pending and proposed trades); and
(q) upon request, will review each Fund’s Summary Prospectuses, Prospectus, Statement of Additional Information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or regulation with respect sticker to any such change;
(xiiof the foregoing) report and advertising and sales material relating to the Advisor prior Funds (collectively, the “Disclosure Documents”) in order to each meeting of the Board of Trustees, all material changes in the Sub-Advisor Account since the prior report, and also keep the Advisor informed of important developments affecting the Sub-Advisor Account and the Sub-Advisor as they occur;
(xiii) provide reasonable assistance to the Trustensure that, with respect to the Sub-Advisor’s management of disclosure about the Sub-Advisor AccountAdviser, the manner in connection with which the Sub-Adviser manages the Funds and information relating directly or indirectly to the Sub-Adviser (athe “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) the Trust’s compliance maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Advisers Act. With respect to compliance with Rule 38a-1 of , the 1940 Act, such assistance shall includethe CEA, but not be limited tothe NFA Rules, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all any other applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, regulations and Rule 206(4)-7 under the Advisers Actstate and/or self-regulatory organization regulations; (ii) facilitating and cooperating with third-party audits arranged by the Trust as reasonably necessary to evaluate the effectiveness of its compliance controls; (iii) providing maintain errors and omissions insurance in an appropriate amount. Each Fund or its agent will provide timely information to the Trust’s chief compliance officer with reasonable access Sub-Adviser regarding such matters as inflows to its compliance personnel; (iv) providing and outflows from the Trust’s chief compliance officer with periodic reports as reasonably requested; and (v) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with the Board of Trustees Fund and the Advisorcash requirements of, as requested by the Trustand cash available for investment in, the AdvisorFund. Each Fund or its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. The Adviser will be responsible for all class actions and lawsuits involving the Funds or securities held, or both; and
(xv) within formerly held, in the time period agreed upon between the Advisor and Funds. The Sub-Advisor following a calendar quarter endAdviser is not required to take any action or to render investment-related advice with respect to lawsuits involving the Funds, including those involving securities presently or formerly held in the Funds, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Sub-Adviser involving issuers presently or formerly held in the Funds, the Sub-Advisor’s chief compliance officer Adviser shall complete and deliver a compliance questionnaire to Advisor, certifying that no material breaches of policy or procedures have occurred in relation promptly forward such notices to the Sub-Advisor AccountAdviser and, with the consent of the Adviser, may provide information about the Funds to third parties for purposes of participating in any settlements relating to such class actions.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. (a) Within the framework of the fundamental policies, investment objectives, and investment restrictions of the FundFund (as communicated to the Sub-Advisor in writing from time to time), 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 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.
(ab) In providing its services under this Agreement, in addition to this Agreement, the Sub-Advisor shall be subject to and comply with:
(i) this Agreementsolely with respect to the Sub-Advisor Account, the 1940 Act, the regulations thereunder, and any other requirement of state or federal laws including applicable to the Sub-Advisor’s services in respect of the Sub-Advisor Account, including, as and where applicable, 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 to the Sub-Advisor 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 TrustBoard; and
(v) such specific instructions as the Board of Trustees of the Trust or the Advisor may adopt and communicate to the Sub-AdvisorAdvisor in writing. The Sub-Advisor shall immediately notify Advisor if 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 consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, 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 the compliance of the Sub-Advisor Account with the Investment Guidelines and the Prospectus at all times and shall report to the Advisor immediately any transactions or holdings in the Sub-Advisor Account that may be in violation of non-compliance with the Investment Guidelines or the Prospectus. The Sub-Advisor shall have the sole obligation to correct any violation non-compliance of the Sub-Advisor Account with the Investment Guidelines or Prospectus and 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 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 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 must promptly remedy the non-compliance.
(e) The Sub-Advisor must use 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 promptlyfrom the Advisor or the Trust promptly and in any event within a reasonable time following notice thereof.
(f) The Sub-Advisor will, at its own expense:
(i) advise consult with the Advisor at the Advisor’s request in connection with investment policy decisions to be made by it the Sub-Advisor regarding the Sub-Advisor Account and, upon 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 (the “Custodian”) with daily information as to trades executed by the Sub-Advisor for the Sub-Advisor Account, including trade tickets/blotters or similar trade detail information, no later than 11:00 a.m. Eastern time the following business day, and promptly forward to the Custodian copies of all brokerage or dealer confirmations that are necessary for the clearing and settlement of any trades in accordance with executed by the Sub-Advisor for the Sub-Advisor Account that are received by the Sub-Advisor (and which are not so received directly by the Custodian’s stated market cut-off times);
(iii) submit such reports and information as the Advisor or the Fund may reasonably request to assist the Custodian, the Fund’s 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 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 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 Sub-Advisor on behalf of the Fund in accordance with applicable laws and regulations, including but not limited to the 1940 Act. The Sub-Advisor shall ;
(vii) 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 lawAgreement. To the extent required by law, the The books and records pertaining to the Sub-Advisor Account, which are in possession of the Sub-Advisor, shall be the shared property of the TrustTrust and the Sub-Advisor. The Advisor or its representatives shall have reasonable access to such books and records at all times during the Sub-Advisor’s normal business hours upon reasonable advance noticehours. 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;
(viiviii) cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information regarding the Sub-Advisor Account available to the accountants for the performance of the accountants’ duties;
(viiiix) provide all requested information regarding the Sub-Advisor Account to assist the Fund 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;
(ixx) 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;
(xxi) furnish to the Board of Trustees such information as may reasonably be necessary in order for such Trustees the Board to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 9 hereof;
(xixii) 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 as promptly as practicable 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;
(xiixiii) report to the Advisor prior to each meeting of the Board of TrusteesBoard, all material changes in the Sub-Advisor Account (other than holdings changes or other information previously communicated to or known by the Advisor, the Custodian or the Fund’s administrator) since the prior report, and also keep on its own initiative, or as reasonably requested by the Advisor, furnish the Board from time to time with such information as the Sub-Advisor informed of important developments affecting may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Sub-Advisor Account and holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Sub-Advisor as they occurAccount maintains investments, or otherwise, in any case to the extent such information is in the Sub-Adviser’s possession and was utilized by the Sub-Adviser in making the relevant investments for the Sub-Adviser Account;
(xiiixiv) 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 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 laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (iiB) facilitating and cooperating with third-party audits arranged by the Trust as reasonably necessary to evaluate the effectiveness of its it compliance controls; (iiiC) providing the Trust’s chief compliance officer with reasonable direct access to its compliance personnelpersonnel at reasonable times; (ivD) providing the Trust’s chief compliance officer with periodic reports and special reports, as may be reasonably requestedrequested by the Trust’s chief compliance officer; and (vE) promptly providing notice of any material compliance mattersmatters which could have a materially adverse effect on the Sub-Advisor’s ability to provide services to the Sub-Advisor Account hereunder;
(xivxv) attend regular business and investment related or participate telephonically in meetings with the Board of Trustees and the AdvisorBoard, as requested by the Trust, the Advisor, or both; and
(xvxvi) within the time period agreed upon between the Advisor and Sub-Advisor following a calendar quarter end, the Sub-Advisor’s chief compliance officer shall complete and deliver a compliance questionnaire to Advisor, certifying that no material breaches of policy or procedures have occurred in relation to the 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 Fundamental policies, investment objectives, and investment restrictions of the FundFunds as set forth in the Prospectus and the Investment Guidelines, and subject to the supervision of the Advisor and oversight of the Board of TrusteesBoard, the Sub-Advisor shall have manage the sole and exclusive responsibility for the making of all investment decisions for the Allocated Portion. The Sub-Advisor Account, including purchase, retention shall be responsible to make all decisions to purchase and sell securities and other investments for the Funds and to place all orders for the purchase and disposition of securities securities, financial instruments and other investments. The Sub-Advisor shall manage the Allocated Portion, in accordance with the Fund’s Funds’ investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s Funds’ assets allocated to the Sub-Advisor Account Allocated Portion pursuant to this Agreement if the Advisor deems such allocation reallocation appropriate.
(a) In providing its services the Services under this Agreement, the Sub-Advisor shall be acknowledges that the Allocated Portion is subject to and should comply with:
(i) this Agreement, the 1940 Act, the regulations and any all other requirement of state or applicable federal laws and regulations, including the rules, rules and regulations and policy statements approved or issued adopted by the SEC thereunder and all Subchapter M of the Internal Revenue Code of 1986 (as applicable securities laws in the jurisdiction where the Sub-Advisor is located or in which the Sub-Advisor Account investsto registered investment companies, as defined therein), as amended from time to time (collectively, “Relevant Law”);
(ii) the terms and conditions of all exemptive orders, no–action letters and any other form of regulatory relief granted by the SEC, CFTC or other regulatory authority to, or on behalf of, the Trust, including but not limited to relief granted in connection with the structure and operation of an “exchange-traded fund”;
(iii) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account Allocated Portion furnished pursuant to Section 4;
(iiiiv) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(ivv) the supervision written instructions of the Board of Trustees of as provided to the Sub-Advisor;
(vi) the Trust’s Amended and Restated Declaration of Trust and By-Laws, as each may be amended from time to time and as provided to the Sub-Advisor; and
(vvii) such specific written instructions as the Board of Trustees of the Trust or the Advisor may adopt and communicate provide to the Sub-Advisor. All documents, instructions and policies referenced in this Section 2(a), and any changes thereto, shall be provided reasonably in advance in writing to the Sub-Advisor. The Advisor acknowledges and agrees, however, that ultimate responsibility for the Allocated Portion’s compliance with the Relevant Law, documents, instructions and policies referenced in this Section 2(a) lies with the Advisor. The Sub-Advisor shall immediately promptly notify the Advisor if it is unable to comply with any of the foregoingforegoing in the provision of the Services.
(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 the Services for the FundAllocated Portion, it will not consult with any other sub-advisor to the FundFunds, or with any sub-advisor that is principal underwriter for the Fund Funds or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets the Services for the FundAllocated Portion, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor to the Fund Funds that is a principal underwriter to the Fund Funds or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to the Sub-Advisor AccountAllocated Portion.
(c) The Sub-Advisor shall monitor its compliance of the Allocated Portion with the Investment Guidelines and the Prospectus at all times (as applicable to the Allocated Portion) and shall report to Advisor immediately promptly upon its determination that any transactions or holdings that of the Allocated Portion may be in violation non-compliance of the Investment Guidelines or the ProspectusProspectus (as applicable to the Allocated Portion), regardless of whether the non-compliance was caused by instructions provided by the Sub-Advisor. The To the extent that the Sub-Advisor has actual knowledge of any such non-compliance, it shall have provide advice to and consult with the sole obligation Advisor to correct any violation such 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 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 must promptly remedy the non-compliance.
(e) The Sub-Advisor must use reasonable efforts to satisfy promptly any reasonable instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated Services being provided to the Sub-Advisor Account promptlyAllocated Portion.
(fe) 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 request, furnish regarding the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policiesAllocated Portion;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades in accordance with the Custodian’s stated market cut-off times;
(iii) submit such reports and or information as the Advisor or the Fund Funds may reasonably request to assist the Custodiancustodian, administrator or fund Funds accounting agent in its or their determination of the market value of securities held in the FundFunds. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees or an internal committee of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be reasonably made available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor AccountAllocated Portion, upon the reasonable request of the Advisor or Custodiancustodian; and (c) upon the reasonable request of the Advisor or Custodiancustodian, 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 recordsthe Trust’s Valuation Committee for purposes of fair valuations. The parties acknowledge that the Sub-Advisor and the Custodian custodian or recordkeeping agent of the Fund Funds may use different pricing vendors, which may result in valuation discrepancies;
(iviii) 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 regulationsextent applicable, 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 the period required by applicable lawRule 31a-2 under the 1940 Act, all documents records required to be maintained by paragraphs (b)(5), (b)(6), (b)(9), (b)(10) and records (f) of Rule 31a-1 under the 1940 Act, in each case relating solely to the services Services being provided by to the Sub-Advisor Allocated Portion pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor or the Trust pursuant to applicable lawAgreement. To the extent required by law, the books and records pertaining to the Sub-Advisor AccountAllocated Portion, which are in possession of the Sub-Advisor, shall be the property of the TrustTrust (although the foregoing will not prohibit the Sub-Advisor from maintain copies of all such records). The Advisor or its representatives representatives, shall have reasonable access to such books and records at all times during the Sub-Advisor’s normal business hours upon reasonable advance noticehours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives. For greater certainty, the Advisor acknowledges that it will not be given access to the Sub-Advisor’s electronic database, email system or internal working files;
(viiiv) reasonably cooperate with the Fund’s Funds’ independent public accountants and shall take reasonable action to make all necessary reasonable information (as applicable to the Allocated Portion) in the Sub-Advisor’s possession available to the accountants for the performance of the accountants’ duties;
(viiiv) reasonably assist in the preparation of all periodic reports by the each Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund Funds’ shares, or to meet other regulatory or tax requirements applicable to the FundFunds, under federal and state securities and tax laws;
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G; provided, if requiredhowever, with respect to securities held in that the Sub-Advisor Account;shall only be responsible for providing assistance with respect to the portions of such reports or filings that relate to the Allocated Portion.
(xvi) 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;
(xivii) notify the Advisor and the Trust of any change in its ownership, including any change of controlcontrol of the Sub-Advisor, and of any changes to key personnel who are either portfolio manager(s) of the Sub-Advisor Account or senior management of Allocated Portion and, to the Sub-Advisor extent reasonably practicable, to provide such notifications in time sufficiently prior to any such change to enable the Advisor and the Trust to comply with the any applicable provisions of the 1940 Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such change;
(xiiviii) report to the Advisor prior to each meeting of the Board of TrusteesBoard, all material changes developments in the Allocated Portion of which the Sub-Advisor Account is aware since the prior report, and also keep and, as reasonably requested by the Advisor informed of important developments affecting Advisor, furnish the Board from time to time with such relevant background information as the Sub-Advisor Account and may believe appropriate for this purpose, whether concerning the Sub-Advisor as individual companies whose securities are included in the Allocated Portion holdings, the industries in which they occurengage, the economic, social or political conditions prevailing in each country in which the Allocated Portion maintains investments, or otherwise;
(xiiiix) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor AccountAllocated Portion, 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 certify periodically as to the adequacy of the Sub-Advisor’s compliance policies and procedures (“Sub-Advisor’s Compliance Program”) and the effectiveness of the implementation of the Sub-Advisor’s Compliance Program, as it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under relates to the 1940 Act, and Rule 206(4)-7 under the Advisers ActFunds; (ii) facilitating and reasonably cooperating with third-party audits arranged by the Trust as reasonably necessary to evaluate the effectiveness of its the Funds’ compliance controls; (iii) providing the Trust’s chief compliance officer with reasonable direct access to its chief compliance personnelofficer; (iv) upon reasonable request, providing the Trust’s chief compliance officer with periodic reports relating to the effectiveness of the implementation of the Sub-Advisor’s Compliance Program as reasonably requestedit relates to the Allocated Portion; and (v) promptly providing notice of any material compliance matters;matters (as defined in Rule 38a-1(e)(2)) relating to the Sub-Advisor’s Compliance Program in respect of the Allocated Portion; and
(xivx) 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 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 (Lattice Strategies Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental Fundamental policies, investment objectives, and investment restrictions of the FundFunds as set forth in the Prospectus and the Investment Guidelines, and subject to the supervision of the Advisor and oversight of the Board of TrusteesBoard, the Sub-Advisor shall have manage the sole and exclusive responsibility for the making of all investment decisions for the Allocated Portion. The Sub-Advisor Account, including purchase, retention shall be responsible to make all decisions to purchase and sell securities and other investments for the Funds and to place all orders for the purchase and disposition of securities securities, financial instruments and other investments. The Sub-Advisor shall manage the Allocated Portion, in accordance with the Fund’s Funds’ investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the Fund’s Funds’ assets allocated to the Sub-Advisor Account Allocated Portion pursuant to this Agreement if the Advisor deems such allocation reallocation appropriate.
(a) In providing its services the Services under this Agreement, the Sub-Advisor shall be acknowledges that the Allocated Portion is subject to and should comply with:
(i) this Agreement, the 1940 Act, the regulations and any all other requirement of state or applicable federal laws and regulations, including the rules, rules and regulations and policy statements approved or issued adopted by the SEC thereunder and all Subchapter M of the Internal Revenue Code of 1986 (as applicable securities laws in the jurisdiction where the Sub-Advisor is located or in which the Sub-Advisor Account investsto registered investment companies, as defined therein), as amended from time to time (collectively, “Relevant Law”);
(ii) the terms and conditions of all exemptive orders, no–action letters and any other form of regulatory relief granted by the SEC, CFTC or other regulatory authority to, or on behalf of, the Company, including but not limited to relief granted in connection with the structure and operation of an “exchange-traded fund”;
(iii) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account Allocated Portion furnished pursuant to Section 4;
(iiiiv) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(ivv) the supervision written instructions of the Board as provided to the Sub-Advisor;
(vi) the Company’s Articles of Trustees of Incorporation and By-Laws, as each may be amended from time to time and as provided to the TrustSub-Advisor; and
(vvii) such specific written instructions as the Board of Trustees of the Trust or the Advisor may adopt and communicate provide to the Sub-Advisor. All documents, instructions and policies referenced in this Section 2(a), and any changes thereto, shall be provided reasonably in advance in writing to the Sub-Advisor. The Advisor acknowledges and agrees, however, that ultimate responsibility for the Allocated Portion’s compliance with the Relevant Law, documents, instructions and policies referenced in this Section 2(a) lies with the Advisor. The Sub-Advisor shall immediately promptly notify the Advisor if it is unable to comply with any of the foregoingforegoing in the provision of the Services.
(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 the Services for the FundAllocated Portion, it will not consult with any other sub-advisor to the FundFunds, or with any sub-advisor that is principal underwriter for the Fund Funds or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets the Services for the FundAllocated Portion, it will not consult with any sub-advisor to a separate series of the Trust Company for which the Advisor serves as investment advisor, or with any sub-advisor to the Fund Funds that is a principal underwriter to the Fund Funds or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund Funds shall be limited solely to the Sub-Advisor AccountAllocated Portion.
(c) The Sub-Advisor shall monitor its compliance of the Allocated Portion with the Investment Guidelines and the Prospectus at all times (as applicable to the Allocated Portion) and shall report to Advisor immediately promptly upon its determination that any transactions or holdings that of the Allocated Portion may be in violation non-compliance of the Investment Guidelines or the ProspectusProspectus (as applicable to the Allocated Portion), regardless of whether the non-compliance was caused by instructions provided by the Sub-Advisor. The To the extent that the Sub-Advisor has actual knowledge of any such non-compliance, it shall have provide advice to and consult with the sole obligation Advisor to correct any violation such 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 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 must promptly remedy the non-compliance.
(e) The Sub-Advisor must use reasonable efforts to satisfy promptly any reasonable instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated Services being provided to the Sub-Advisor Account promptlyAllocated Portion.
(fe) 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 request, furnish regarding the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policiesAllocated Portion;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades in accordance with the Custodian’s stated market cut-off times;
(iii) submit such reports and or information as the Advisor or the Fund Funds may reasonably request to assist the Custodiancustodian, administrator or fund Funds accounting agent in its or their determination of the market value of securities held in the FundFunds. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees or an internal committee of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be reasonably made available for consultation when the TrustCompany’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor AccountAllocated Portion, upon the reasonable request of the Advisor or Custodiancustodian; and (c) upon the reasonable request of the Advisor or Custodiancustodian, 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 recordsthe Company’s Valuation Committee for purposes of fair valuations. The parties acknowledge that the Sub-Advisor and the Custodian custodian or recordkeeping agent of the Fund Funds may use different pricing vendors, which may result in valuation discrepancies;
(iviii) 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 regulationsextent applicable, 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 the period required by applicable lawRule 31a-2 under the 1940 Act, all documents records required to be maintained by paragraphs (b)(5), (b)(6), (b)(9), (b)(10) and records (f) of Rule 31a-1 under the 1940 Act, in each case relating solely to the services Services being provided by to the Sub-Advisor Allocated Portion pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor or the Trust pursuant to applicable lawAgreement. To the extent required by law, the books and records pertaining to the Sub-Advisor AccountAllocated Portion, which are in possession of the Sub-Advisor, shall be the property of the TrustCompany (although the foregoing will not prohibit the Sub-Advisor from maintain copies of all such records). The Advisor or its representatives representatives, shall have reasonable access to such books and records at all times during the Sub-Advisor’s normal business hours upon reasonable advance noticehours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives. For greater certainty, the Advisor acknowledges that it will not be given access to the Sub-Advisor’s electronic database, email system or internal working files;
(viiiv) reasonably cooperate with the Fund’s Funds’ independent public accountants and shall take reasonable action to make all necessary reasonable information (as applicable to the Allocated Portion) in the Sub-Advisor’s possession available to the accountants for the performance of the accountants’ duties;
(viiiv) reasonably assist in the preparation of all periodic reports by the each Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund Funds’ shares, or to meet other regulatory or tax requirements applicable to the FundFunds, under federal and state securities and tax laws;
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G; provided, if requiredhowever, with respect to securities held in that the Sub-Advisor Account;shall only be responsible for providing assistance with respect to the portions of such reports or filings that relate to the Allocated Portion.
(xvi) furnish to the Board of Trustees such information as may reasonably be necessary in order for such Trustees Directors to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 9 hereof;
(xivii) notify the Advisor and the Trust Company of any change in its ownership, including any change of controlcontrol of the Sub-Advisor, and of any changes to key personnel who are either portfolio manager(s) of the Sub-Advisor Account or senior management of Allocated Portion and, to the Sub-Advisor extent reasonably practicable, to provide such notifications in time sufficiently prior to any such change to enable the Advisor and the Trust Company to comply with the any applicable provisions of the 1940 Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such change;
(xiiviii) report to the Advisor prior to each meeting of the Board of TrusteesBoard, all material changes developments in the Allocated Portion of which the Sub-Advisor Account is aware since the prior report, and also keep and, as reasonably requested by the Advisor informed of important developments affecting Advisor, furnish the Board from time to time with such relevant background information as the Sub-Advisor Account and may believe appropriate for this purpose, whether concerning the Sub-Advisor as individual companies whose securities are included in the Allocated Portion holdings, the industries in which they occurengage, the economic, social or political conditions prevailing in each country in which the Allocated Portion maintains investments, or otherwise;
(xiiiix) provide reasonable assistance to the TrustCompany, with respect to the Sub-Advisor’s management of the Sub-Advisor AccountAllocated Portion, in connection with (a) the TrustCompany’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 TrustCompany, that certify periodically as to the adequacy of the Sub-Advisor’s compliance policies and procedures (“Sub-Advisor’s Compliance Program”) and the effectiveness of the implementation of the Sub-Advisor’s Compliance Program, as it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under relates to the 1940 Act, and Rule 206(4)-7 under the Advisers ActFunds; (ii) facilitating and reasonably cooperating with third-party audits arranged by the Trust as reasonably necessary Company to evaluate the effectiveness of its the Funds’ compliance controls; (iii) providing the TrustCompany’s chief compliance officer with reasonable direct access to its chief compliance personnelofficer; (iv) upon reasonable request, providing the TrustCompany’s chief compliance officer with periodic reports relating to the effectiveness of the implementation of the Sub-Advisor’s Compliance Program as reasonably requestedit relates to the Allocated Portion; and (v) promptly providing notice of any material compliance matters;matters (as defined in Rule 38a-1(e)(2)) relating to the Sub-Advisor’s Compliance Program in respect of the Allocated Portion; and
(xivx) attend regular business and investment related meetings with the Board of Trustees and the Advisor, as reasonably requested by the TrustCompany, the Advisor, or both; and
(xv) within the time period agreed upon between the Advisor and Sub-Advisor following a calendar quarter end, the Sub-Advisor’s chief compliance officer shall complete and deliver a compliance questionnaire to Advisor, certifying that no material breaches of policy or procedures have occurred in relation to the Sub-Advisor Account.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Hartford Mutual Funds Ii Inc)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental Fundamental policies, investment objectives, and investment restrictions of the FundFunds as set forth in the Prospectus and the Investment Guidelines, and subject to the supervision of the Advisor and oversight of the Board of TrusteesBoard, the Sub-Advisor shall have manage the sole and exclusive responsibility for the making of all investment decisions for the Funds. The Sub-Advisor Account, including purchase, retention shall be responsible to make all decisions to purchase and sell securities and other investments for the Funds and to place all orders for the purchase and disposition of securities securities, financial instruments and other investments. The Sub-Advisor shall manage the Funds, in accordance with the Fund’s Funds’ investment objectives, policies and restrictions as stated in the Prospectus and in accordance with this Agreement. The Advisor has the right at any time to reallocate the portion of the 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 the Services under this Agreement, the Sub-Advisor shall be acknowledges that the Funds are subject to and should comply with:
(i) this Agreement, the 1940 Act, the regulations and any all other requirement of state or applicable federal laws and regulations, including the rules, rules and regulations and policy statements approved or issued adopted by the SEC thereunder and all Subchapter M of the Internal Revenue Code of 1986 (as applicable securities laws in the jurisdiction where the Sub-Advisor is located or in which the Sub-Advisor Account investsto registered investment companies, as defined therein), as amended from time to time (collectively, “Relevant Law”);
(ii) the terms and conditions of all exemptive orders, no–action letters and any other form of regulatory relief granted by the SEC or other regulatory authority to, or on behalf of, the Trust, including but not limited to relief granted in connection with the structure and operation of an “exchange-traded fund”;
(iii) the Investment Guidelines (as defined in Section 4) of the Sub-Advisor Account Funds furnished pursuant to Section 4;
(iiiiv) the investment restrictions, objectives, strategies and policies set forth in the Prospectus;
(ivv) the supervision written instructions of the Board of Trustees of as provided to the Sub-Advisor;
(vi) the Trust’s Amended and Restated Declaration of Trust and By-Laws, as each may be amended from time to time and as provided to the Sub-Advisor; and
(vvii) such specific written instructions as the Board of Trustees of the Trust or the Advisor may adopt and communicate provide to the Sub-Advisor. All documents, instructions and policies referenced in this Section 2(a), and any changes thereto, shall be provided reasonably in advance in writing to the Sub-Advisor. The Advisor acknowledges and agrees, however, that ultimate responsibility for the Fund’s compliance with the Relevant Law, documents, instructions and policies referenced in this Section 2(a) lies with the Advisor. The Sub-Advisor shall immediately promptly notify the Advisor if it is unable to comply with any of the foregoingforegoing in the provision of the Services.
(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 consult with any other sub-advisor to the FundFunds, or with any sub-advisor that is a principal underwriter for the Fund Funds or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor to the Fund Funds that is a principal underwriter to the Fund Funds 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 AccountFunds.
(c) The Sub-Advisor shall monitor its compliance of the Funds with the Investment Guidelines and the Prospectus at all times (as applicable) and shall report to Advisor immediately promptly upon its determination that any transactions or holdings that of the Funds may be in violation non-compliance of the Investment Guidelines or the ProspectusProspectus (as applicable), regardless of whether the non- compliance was caused by instructions provided by the Sub-Advisor. The To the extent that the Sub-Advisor has actual knowledge of any such non-compliance, it shall have provide advice to and consult with the sole obligation Advisor to correct any violation such 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 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 must promptly remedy the non-compliance.
(e) The Sub-Advisor must use reasonable efforts to satisfy promptly any reasonable instruction from the Board of Trustees of the Trust or the Advisor relating to the assets allocated Services being provided to the Sub-Advisor Account promptlyFunds.
(fe) 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 request, furnish regarding the Advisor with research, economic and statistical data in connection with the Sub-Advisor Account’s investments and investment policiesFunds;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades in accordance with the Custodian’s stated market cut-off times;
(iii) submit such reports and or information as the Advisor or the Fund Funds may reasonably request to assist the Custodiancustodian, administrator or fund Funds accounting agent in its or their determination of the market value of securities held in the FundFunds. Such assistance includes (but is not limited to): (a) designating and providing access to one or more employees or an internal committee of the Sub-Advisor who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be reasonably made available for consultation when the Trust’s Valuation Committee convenes; (b) assisting the Advisor or the Custodian custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Sub-Advisor AccountFunds, upon the reasonable request of the Advisor or Custodiancustodian; and (c) upon the reasonable request of the Advisor or Custodiancustodian, 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 recordsthe Trust’s Valuation Committee for purposes of fair valuations. The parties acknowledge that the Sub-Advisor and the Custodian custodian or recordkeeping agent of the Fund Funds may use different pricing vendors, which may result in valuation discrepancies;
(iviii) 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 regulationsextent applicable, 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 the period required by applicable lawRule 31a-2 under the 1940 Act, all documents records required to be maintained by paragraphs (b)(5), (b)(6), (b)(9), (b)(10) and records (f) of Rule 31a-1 under the 1940 Act, in each case relating solely to the services Services being provided by to the Sub-Advisor Funds pursuant to this Agreement required to be prepared and maintained by the Sub-Advisor or the Trust pursuant to applicable lawAgreement. To the extent required by law, the books and records pertaining to the Sub-Advisor AccountFunds, which are in possession of the Sub-Advisor, shall be the property of the TrustTrust (although the foregoing will not prohibit the Sub-Advisor from maintain copies of all such records). The Advisor or its representatives representatives, shall have reasonable access to such books and records at all times during the Sub-Advisor’s normal business hours upon reasonable advance noticehours. Upon the reasonable request of the Advisor, copies of any such books and records shall be provided promptly by the Sub-Advisor to the Advisor or its representatives. For greater certainty, the Advisor acknowledges that it will not be given access to the Sub-Advisor’s electronic database, email system or internal working files;
(viiiv) reasonably cooperate with the Fund’s Funds’ independent public accountants and shall take reasonable action to make all necessary reasonable information (as applicable) in the Sub-Advisor’s possession available to the accountants for the performance of the accountants’ duties;
(viiiv) reasonably assist in the preparation of all periodic reports by the each Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Fund Funds’ shares, or to meet other regulatory or tax requirements applicable to the FundFunds, under federal and state securities and tax laws;
(ix) prepare and cause to be filed in a timely manner Form 13F and Schedule 13G; provided, if requiredhowever, with respect to securities held in that the Sub-Advisor Account;shall only be responsible for providing assistance with respect to the portions of such reports or filings that relate to the Funds.
(xvi) 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;
(xivii) notify the Advisor and the Trust of any change in its ownership, including any change of controlcontrol of the Sub-Advisor, and of any changes to key personnel who are either portfolio manager(s) of the Sub-Advisor Account or senior management of Funds and, to the Sub-Advisor extent reasonably practicable, to provide such notifications in time sufficiently prior to any such change to enable the Advisor and the Trust to comply with the any applicable provisions of the 1940 Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation with respect to any such change;
(xiiviii) report to the Advisor prior to each meeting of the Board of TrusteesBoard, all material changes developments in the Funds of which the Sub-Advisor Account is aware since the prior report, and also keep and, as reasonably requested by the Advisor informed of important developments affecting Advisor, furnish the Board from time to time with such relevant background information as the Sub-Advisor Account and may believe appropriate for this purpose, whether concerning the Sub-Advisor as individual companies whose securities are included in the Funds’ holdings, the industries in which they occurengage, the economic, social or political conditions prevailing in each country in which the Funds maintains investments, or otherwise;
(xiiiix) provide reasonable assistance to the Trust, with respect to the Sub-Advisor’s management of the Sub-Advisor AccountFunds, 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 certify periodically as to the adequacy of the Sub-Advisor’s compliance policies and procedures (“Sub-Advisor’s Compliance Program”) and the effectiveness of the implementation of the Sub-Advisor’s Compliance Program, as it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under relates to the 1940 Act, and Rule 206(4)-7 under the Advisers ActFunds; (ii) facilitating and reasonably cooperating with third-party audits arranged by the Trust as reasonably necessary to evaluate the effectiveness of its the Funds’ compliance controls; (iii) providing the Trust’s chief compliance officer with reasonable direct access to its chief compliance personnelofficer; (iv) upon reasonable request, providing the Trust’s chief compliance officer with periodic reports relating to the effectiveness of the implementation of the Sub-Advisor’s Compliance Program as reasonably requestedit relates to the Funds; and (v) promptly providing notice of any material compliance matters;matters (as defined in Rule 38a-1(e)(2)) relating to the Sub-Advisor’s Compliance Program in respect of the Funds; and
(xivx) 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 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 (Syntax Etf Trust)
PROVISION OF INVESTMENT SUB-ADVISORY SERVICES. Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject 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 and the Adviser, the Sub-Adviser shall manage the investments of the Trust; and
(v) such specific instructions Allocated Portions in accordance with each Fund's investment objective, policies, and restrictions as provided in the Board Fund's Prospectus and Statement of Trustees of the Trust Additional Information, as currently in effect and as amended or the Advisor may adopt supplemented from time to time and communicate provided to the Sub-Advisor. The Sub-Advisor shall immediately notify Advisor if it is unable Adviser in advance, and in compliance with the requirements applicable to comply with any of the foregoing.
(b) For the purpose of complying with Rule 10f-3(a)(6)(ii)registered investment companies under applicable laws, Rule 12d3-1(c)(3)(ii) and Rule 17a-10(a)(2) under including, but not limited to, the 1940 Act, the Sub-Advisor hereby agrees that: Commodity Exchange Act (ithe “CEA”) and the rules of the National Futures Association (the “NFA Rules”), and Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), solely with respect to transactions in securities the Allocated Portion and, based on tax policies and accounting information provided by the Adviser or the Fund's administrator, custodian, or other assets services providers (provided that Adviser acknowledges that the Sub-Adviser is not the tax agent for the Fund). From time to time, it will not consult with any other sub-advisor to the Fund, Adviser or with any sub-advisor that is principal underwriter for the Fund or an affiliated person may provide the Sub-Adviser with written copies of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fundinvestment policies, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to the Fund or an affiliated person of such principal underwriter; guidelines and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely restrictions applicable 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 Adviser's management of the Investment Guidelines or the ProspectusAllocated Portion, which shall become effective at such time as agreed upon by both parties. The Sub-Advisor shall have the sole obligation Subject to correct any violation each 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)foregoing sentences above, the Sub-Advisor Account ceases Adviser shall have full discretionary authority to comply with manage the Investment Guidelines investment of the assets of the Allocated Portion, including the authority to purchase, sell, cover open positions, and generally to deal in securities, financial and commodity futures contracts, options, short-term investment vehicles, listed and over-the-counter derivatives, and other property and assets comprising or relating the ProspectusAllocated Portion. In addition, then the Sub-Advisor must promptly remedy the non-compliance.
(e) The Sub-Advisor must use 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 Adviser will, at its own expense:
(ia) advise the Advisor Adviser and the Funds in connection with investment policy decisions to be made by it regarding the Sub-Advisor Account Funds and, upon request, furnish the Advisor Adviser and the Funds with research, economic and statistical data in connection with the Sub-Advisor Accounteach Fund’s investments and investment policies;
(ii) furnish the Fund’s custodian (“Custodian”) with daily information as to executed trades in accordance with the Custodian’s stated market cut-off times;
(iiib) submit such reports and information as the Advisor Adviser or the Fund Funds may reasonably request to assist the Custodian, administrator or fund accounting agent Custodian 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 access to one or more employees of Funds, provided that 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 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 Adviser acknowledges that the Sub-Advisor and Adviser is not the Custodian or recordkeeping valuation agent of for the Fund may use different pricing vendors, which may result in valuation discrepanciesFund;
(ivc) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Funds;
(d) employ professional portfolio managers and securities analysts who provide research services to the Funds;
(e) place orders for purchases and sales of portfolio investments for the Sub-Advisor AccountAllocated Portion;
(vf) give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Sub-Advisor AccountAllocated Portion;
(vig) maintain records relating as soon as practicable after the close of business each day but no later than 11:00 a.m. Eastern time the following business day, provide the Custodian with information required by the Custodian regarding each transaction effected for the Allocated Portion by the Sub-Adviser ;
(h) as soon as practicable following the end of each calendar month, provide the Adviser and the Fund with written statements showing all transactions effected for the Allocated Portion during the month by the Sub-Adviser, a summary listing all investments attributable to transactions of the Sub-Adviser that are held in the Allocated Portion as of the last day of the month, and such other information as the Adviser or the Fund may reasonably request in connection with any accounting or marketing services that the Adviser provides for the Funds. The Adviser and the Funds acknowledge that Sub-Adviser and Custodian may use different pricing vendors, which may result in valuation discrepancies;
(i) to the extent reasonably requested by the Trust or the Adviser, use its portfolio transactions best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act including, without limitation, providing the Chief Compliance Officer of the Trust or the Adviser with (a) current copies or summaries of the compliance policies and placing and allocation procedures of brokerage orders with respect the Sub-Adviser related to the services it provides to the Fund in effect from time to time (including prompt notice of any material changes thereto), (b) reports of any violations to the Sub-Advisor Account as are required to be maintained by Adviser's compliance policies and procedures that occurred in connection with the Trust in accordance with applicable laws and regulations, including but not limited provision of investment management services to the 1940 Act. The Fund and reports of any other material violations of the Sub-Advisor shall prepare Adviser's compliance policies and maintainprocedures, or cause to be prepared and maintained, in such form, for such periods and in such locations (c) a copy of the Sub-Adviser's annual compliance report as may be required by applicable lawRule 206(4)-7 of the Advisers Act, all documents (d) summaries of any correspondence between the Sub-Adviser and records relating a regulatory agency in connection with regulatory examinations or proceedings and the Sub-Adviser will make copies of final exam correspondence, solely as such correspondence relates to the services provided under this Agreement, available to the Adviser or the Trust's Chief Compliance Officer to review and/or discuss onsite with the Sub-Adviser subject to applicable law, attorney-client privilege, and confidentiality restrictions, and (e) upon request, a certificate of the Chief Compliance Officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1);
(j) comply with the following procedures and policies adopted by the Board in compliance with applicable law: Rules 10f-3, 12d3-1, 17a-7, 17e-1 and 17j-1 under the 1940 Act (together, “Fund Procedures”) provided in writing in advance to the Sub-Adviser by the Adviser or the Fund and notify the Adviser as soon as reasonably practicable upon (a) detection of any breach of such Fund Procedures or (b) determination that a Fund Procedure conflicts with a procedure adopted by the Sub-Advisor pursuant Adviser;
(k) maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to this Agreement required the Adviser and the Fund, including any amendments thereto, and institute and enforce procedures reasonably necessary to be prepared prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics;
(l) promptly complete and maintained by return to the Sub-Advisor Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining any compliance questionnaires or other inquiries submitted to the Sub-Advisor Account, which are Adviser 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 during the Sub-Advisor’s normal business hours 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 representativeswriting;
(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;
(xm) furnish to the Board of Trustees such information as may reasonably be necessary requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments hereto thereto for the purpose purposes of casting approving this Agreement, the renewal thereof or any amendment hereto; and
(n) as reasonably requested by a vote pursuant Fund, provide the Fund with information based on the Sub-Adviser's fair valuation policies and procedures regarding assets in the Allocated Portion to Section 9 hereofreasonably assist the Fund in determining the appropriate valuation of such assets and the appropriate pricing sources for such assets and whether pricing information provided by the Fund’s pricing agents is reasonable, provided that the Adviser acknowledges that the Sub-Adviser is not the valuation agent for the Fund- ;
(xio) notify file with the Advisor SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Trust Exchange Act (as defined below), with respect to its duties as are set forth herein;
(p) except as permitted by the Fund Procedures, shall treat confidentially, and shall not disclose without the consent of a Fund, all information in respect of the portfolio investments of the Fund, including, without limitation, the identification and market value or other pricing information of any change in its ownership, including any change of control, and of any changes to key personnel who are either all portfolio manager(s) of securities or other financial instruments held by 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 thereunderFund, and any and all trades of portfolio securities or other applicable lawtransactions effected for the Fund (including past, rule or regulation with respect to any such changepending and proposed trades) and;
(xiiq) report upon request, will review each Fund’s summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Securities and Exchange Commission (the “SEC”) (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Advisor prior Fund (collectively, the “Disclosure Documents”) in order to each meeting of the Board of Trustees, all material changes in the Sub-Advisor Account since the prior report, and also keep the Advisor informed of important developments affecting the Sub-Advisor Account and the Sub-Advisor as they occur;
(xiii) provide reasonable assistance to the Trustensure that, with respect to the Sub-Advisor’s management of disclosure about the Sub-Advisor AccountAdviser, the manner in connection with which the Sub-Adviser manages the Fund and information relating directly to the Sub-Adviser (athe “Sub-Adviser Disclosure”), such Disclosure Documents contain no untrue statements of material fact and do not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading. In providing services under this Agreement, the Sub-Adviser shall (i) the Trust’s compliance maintain all licenses and registrations necessary to perform its duties hereunder in good order; (ii) conduct its operations at all times in conformance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder and (b) Rule 38a-1 of the 1940 Advisers Act. With respect to compliance with Rule 38a-1 of , the 1940 Act, such assistance shall includethe Code, but not be limited tothe CEA, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all NFA Rules and any other applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, state and/or self-regulatory organization regulations; and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust as reasonably necessary to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with reasonable access maintain errors and omissions insurance in an amount at least equal to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports as reasonably requested; and (v) promptly providing notice of any material compliance matters;
(xiv) attend regular business and investment related meetings with that disclosed to the Board in connection with their approval of Trustees and the Advisor, as requested by the Trust, the Advisor, this Agreement. Each Fund or both; and
(xv) within the time period agreed upon between the Advisor and Sub-Advisor following a calendar quarter end, the Sub-Advisor’s chief compliance officer shall complete and deliver a compliance questionnaire to Advisor, certifying that no material breaches of policy or procedures have occurred in relation its agent will provide timely information to the Sub-Advisor AccountAdviser regarding such matters as inflows to and outflows from the Fund and the cash requirements of, and cash available for investment in, the Fund. The Fund or its agent will timely provide the Sub-Adviser with copies of monthly accounting statements for the Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder. The Adviser will be responsible for all class actions and lawsuits involving each Fund or securities held, or formerly held, in the Fund. Sub-Adviser is not required to take any action or to render investment-related advice with respect to lawsuits involving the Fund, including those involving securities presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Sub-Adviser involving issuers presently or formerly held in the Fund, Sub-Adviser shall promptly forward such notices to Adviser and, with the consent of the Adviser, may provide information about the Fund to third parties for purposes of participating in any settlements relating to such class actions.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Bridge Builder Trust)
