Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund: (i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment; (ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder; (iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment; (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments; (v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties and responsibilities set forth in this Agreement; and (vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser. (b) In connection with the performance of its services hereunder, the Sub-Adviser shall: (i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable; (ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and (iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion. (c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Old Westbury Funds Inc), Sub Advisory Agreement (Old Westbury Funds Inc)
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser...
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, loan assignments and acceptances, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
; (ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s 's investment objective, strategies, and restrictions as stated in the Fund’s 's prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “"Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, " and (B) the provisions of the 1940 Act and rules and regulations thereunder;
; (iii) instruct the Fund’s 's custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
; (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board and/or the Adviser at such times and in such detail as the Board and/or the Adviser may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
; (v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
and (vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
: (i) open accounts with broker-dealers (collectively, “"Broker-Dealers”"), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
; (ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Sub- Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
and (iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Subject to the succeeding provisions of this Agreement, the oversight and supervision of the Adviser, the Sub-Adviser shall will perform the day-to-day operations of the Fund which may include one or more of the following services on behalf at the request of the Fund:
Adviser: (i) provide acting as investment advisory services, including but not limited to portfolio securities selection, research, advice adviser for and supervision for the Segment;
(ii) manage managing the investment and reinvestment of all assets, now or hereafter a part those assets of the Segment, including placing orders Fund as the Adviser may from time to time request and in connection therewith have discretion in purchasing and selling assets for the Fund in accordance with the terms hereof; (ii) arranging for the purchase and sale of securities assets held in the investment portfolio of the Fund; (iii) providing investment research and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) credit analysis concerning the Fund’s investment objectiveinvestments; (iv) placing orders for all purchases and sales of such investments made for the Fund, strategies(v) voting, exercising consents and exercising all other rights pertaining to such assets, and restrictions as stated in (vi) maintaining those books and records with respect to the Fund’s prospectus and statement portfolio transactions as are required by subparagraphs (b)(5) through (b)(11) of additional informationRule 31a-1 (as modified, as both may be amended or reclassified from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of under the 1940 Act and the rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for Securities and Exchange Commission (the Segment;
“SEC”) promulgated under the 1940 Act (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties and responsibilities set forth in this Agreement; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser“1940 Act Rules”).
(b) In connection with The Sub-Adviser will keep the performance Trust and Adviser informed of developments materially affecting the Fund and shall, on its services hereunderown initiative, furnish to the Trust from time to time whatever information the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions believes appropriate for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretionthis purpose.
(c) With respect to any investments for the Fund that are permitted to be made by the The Sub-Adviser in accordance with this Agreement will periodically communicate to the Adviser, at such times as the Adviser may direct, information concerning the purchase and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf sale of assets for the Fund, as including: (i) the case may bename of the issuer, such agreements and other documentation as may be required for (ii) the amount of the purchase or sale, assignment(iii) the name of the broker or dealer, transfer if any, through which the purchase or sale is effected, (iv) the CUSIP number of the instrument, if any, and ownership (v) such other information as the Adviser may reasonably require for purposes of any investment permitted pursuant the Adviser’s fulfilling its obligations to the Approved Investment ProgramTrust under its agreements with the Trust and the Trust’s fulfilling its obligations under the 1940 Act, including, but not limited to, limited partnership agreements, future the 1940 Act Rules and option contracts, repurchase various policies and derivatives agreements, including any schedules procedures adopted by the Trust and annexes communicated to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning by the Corporation necessary to complete trading account agreements and other documentationTrust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Highland Funds I)
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide provide, upon reasonable request assistance and recommendations for request, information to the Adviser and/or the Fund to assist the Adviser in its determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain seek best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the (“Approved Investment Program,” ”), provided that any such amendments relating to the Segment shall be provided to the Sub-Adviser is provided with any amendments prior to the Approved Investment Program in advance of the effectiveness of such amendmentstheir effective date, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Sub- Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) seek to obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth administration of the Segment as and to the extent expressly provided in this Agreement; provided that, nothing in this clause (v) will prevent Sub-Adviser’s engagement in connection with its services hereunder, at Sub-Adviser’s expense, of the service providers it utilizes for its business for provision of administrative, bookkeeping and similar services; and
(vi) provide upon reasonable request assistance and recommendations to Adviser for the Fund’s determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available available, for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser is hereby authorized to do and perform, as agent for the Fund, and shall do and perform perform, every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
; (ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s 's investment objective, strategies, and restrictions as stated in the Fund’s 's prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “"Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, " and (B) the provisions of the 1940 Act and rules and regulations thereunder;
; (iii) instruct the Fund’s 's custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
; (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
; (v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
and (vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
: (i) open accounts with broker-dealers (collectively, “"Broker-Dealers”"), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
; (ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Sub- Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
and (iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, loan assignments and acceptances, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board and/or the Adviser at such times and in such detail as the Board and/or the Adviser may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s 's investment objective, strategies, and restrictions as stated in the Fund’s 's prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “"Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, " and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s 's custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties and responsibilities set forth in this Agreement; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, loan assignments and acceptances, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
; (ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s 's investment objective, strategies, and restrictions as stated in the Fund’s 's prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “"Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, " and (B) the provisions of the 1940 Act and rules and regulations thereunder;
; (iii) instruct the Fund’s 's custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
; (iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
; (v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
and (vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
: (i) open accounts with broker-dealers (collectively, “"Broker-Dealers”"), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
; (ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Sub- Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
and (iii) seek to obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunderthereunder and (C) provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, which are applicable to regulated investment companies;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, ; and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for with the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility Sub-Adviser shall not be responsible for determining the fair market value of securities held as part any position; provided, however, that the foregoing shall in no way whatsoever absolve the Sub-Adviser of the Segment and the responsibility for calculating the net asset value its responsibilities complying with its standard of the Fund rests care in providing assistance in accordance with the Adviserthis paragraph.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended and provided to the Sub-Adviser from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board and/or the Adviser may reasonably request, and keep the Board and the Adviser informed of important material developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties and responsibilities set forth in this Agreementthe investment management of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous under the circumstances to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients to the extent consistent with applicable law and the Approved Investment Program; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) seek to obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice research and supervision for the Segment. For the avoidance of doubt, the Sub-Adviser shall not provide the Adviser, the Corporation or the Fund with tax advice or accounting advice or services. The Adviser acknowledges and confirms that the Sub-Adviser is under no obligation to take into account tax issues when managing assets of the Segment and/or when exercising its discretion when making any investment decisions but, if the Adviser or the Fund deem changes are necessary to the management of the Segment to ensure the Fund continues to maintain its tax exempt status, the Sub-Adviser will, at the request of the Adviser or the Fund, take all steps to modify its management of the Segment as necessary;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion as agent for the Fund and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, (hereinafter referred to as the “Approved Investment Program,” provided that ”) as both may be amended from time to time and notified to the Sub-Adviser, and any other investment guidelines as the Adviser and Sub-Adviser is provided with may agree to from time to time in writing (provided, however, that in any amendments to case of conflict between the Approved Investment Program in advance Fund’s prospectus and statement of additional information (together, the effectiveness of such amendments“Registration Statement”) and any other documents, the Registration Statement shall control) and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment. For the avoidance of doubt, the Sub-Adviser shall not under any circumstances take possession, custody, title or ownership of any assets of the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties the investment management and responsibilities set forth in this Agreementadministration of the Segment; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain securities held as part of the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Board. The parties agree that the ultimate responsibility for determining the fair value of securities held as part of the Segment and the responsibility for calculating the net asset value of the Fund rests with the Adviser.
(b) In connection with the performance of its services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers, and negotiate commissions, if applicable;
(ii) aggregate purchase or sell orders for the Segment with contemporaneous purchase or sell orders of its other clients or clients of its affiliates to the extent consistent with applicable law and the Approved Investment Programlaw; provided that in such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable, and consistent with applicable law and regulations and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for the Segment at prices which are competitive with comparable transactions advantageous to the Segment and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another Broker-Dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such Broker-Dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser has with respect to the Segment, as well as to other accounts over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Sub-Adviser shall do and perform every act and thing it deems to be necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including, but not limited to, limited partnership agreements, future and option contracts, repurchase and derivatives agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Corporation will provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Corporation necessary to complete trading account agreements and other documentation.
Appears in 1 contract
