Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's investments, and will comply with the provisions of Trust's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and (d) will prepare such books and records with respect to the Fund's securities transactions as requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 8 contracts
Samples: Investment Sub Advisory Agreement (Nuveen John Company), Investment Sub Advisory Agreement (Nuveen Investments Inc), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund with respect to preferred securities, the performance of the Fund Fund’s investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(e) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to preferred securities as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 8 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Core Plus Impact Fund), Investment Sub Advisory Agreement (Nuveen Enhanced High Yield Municipal Bond Fund), Investment Sub Advisory Agreement (Nuveen Dynamic Municipal Opportunities Fund)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund's portfolio allocated to the Sub-Adviser, the performance of the Fund Fund's investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's securities transactions for the portion of the Fund's investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 7 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Floating Rate Income Fund), Investment Sub Advisory Agreement (Nuveen Investments Inc), Investment Sub Advisory Agreement (Nuveen Tax Advantaged Total Return Strategy Fund)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub- Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's securities transactions as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 6 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Quality Preferred Income Fund 2), Investment Sub Advisory Agreement (Nuveen Quality Preferred Income Fund), Investment Sub Advisory Agreement (Nuveen Investments Inc)
Services to be Performed. Subject always a. SSGA FM will recommend to the supervision Trustees of Trust's Board each Fund (the “Trustees”) certain individuals to fill the positions of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect ofSecretary and, make investment decisions forif the Trustees so desire, Assistant Secretary and place all orders for the purchase and sale of securities for the Fund, all on behalf other officers of the Fund. Upon receipt of such recommendations the Trustees will vote upon the appointment of such individuals to the positions for which they were recommended; and will advise SSGA FM as to whether or not they have been so appointed.
b. Subject to the oversight and supervision of the Trustees, and subject to Section 2(j) of this Agreement with respect to any Fund advised by a sub-adviser, SSGA FM agrees to provide a continuous investment program for each Fund’s assets, and will manage the investment and reinvestment of all the assets in the Fund from time to time (including any income earned thereon and increments in the value thereof). Among other things, SSGA FM shall be responsible for all investment decisions regarding purchases and sales of securities and other property, the retention of securities, and the retention of uninvested cash. In performing the aforesaid services to a Fund, SSGA FM shall comply with all investment policies of the Fund in effect from time to time and such general guidance, policies and instructions as the Trustees may additionally establish. SSGA FM shall, in addition, make recommendations as and when requested by the Trustees with respect to the adoption or modification of investment policies and each Fund’s objective.
c. Unless a Fund gives written instructions to the contrary, SSGA FM shall vote or not vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. SSGA FM shall use its best good faith judgment to vote or not vote such proxies in a manner which best serves the interests of a Fund’s shareholders. Each Fund has received and reviewed the proxy guidelines of SSGA FM, which indicate how SSGA FM will vote.
d. Subject to the supervision and direction of the Trustees, SSGA FM, as administrator, will furnish each Fund with, or cause it to be furnished with, statistical and research data, clerical help and accounting, data processing, bookkeeping, internal auditing services and certain other services required by the Fund. Without limiting the generality of the foregoing, SSGA FM will, for each Fund:
i. prepare and distribute, or cause the Fund to prepare and distribute, all reports including reports to the Unitholders which are required by Federal and state regulatory authorities, as well as any other reports specifically requested by the Trustees from time to time;
ii. maintain, or cause the Fund to maintain, the records of all security transactions of the Fund required to be maintained by applicable law or as requested by the Trustees;
iii. cooperate with the independent public accountants retained by the Trustees in their examination of the Fund and will cooperate in any inspection of the accounts and records by the Trustees;
iv. compute, or cause the Fund to compute, the net asset value for the Fund in accordance with the Fund’s organizational documents (referred to herein as the “Trust Agreement”) and the Fund’s prospectus and statement of additional information (the “Registration Statement”);
v. prepare, or cause the Fund to prepare, such reports to, and filings with Federal, state or local governmental authorities, including tax returns, as may be required by applicable law or as requested by the Trustees;
vi. submit periodically to the Trustees, or cause the Fund to submit periodically to the Trustees, written reports covering fund transactions, the results of the Fund’s operations, the assets and financial condition of the Fund, and such other information in such form and at such times as the Trustees may reasonably request; and
vii. be responsible for causing the Fund to effect adequate routines to collect, receive and deposit all income of the Fund and other payments to the Fund, including stock dividends, rights, warrants and similar items, but excluding payments associated with subscriptions and redemptions.
e. SSGA FM will keep each Fund informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund from time to time with whatever information SSGA FM believes is appropriate for this purpose.
f. SSGA FM, in the performance of its dutiesduties and obligations under this Agreement, Sub-Adviser will satisfy its fiduciary duties shall act in conformity with the certain documents relating to the Trust, will monitor the Fund's investments, and will comply with the provisions of Trust's Declaration of Trust and By-lawsFunds, as amended and including but not limited to: the Trust Agreement, the Registration Statement, any exemptive applications, notices and orders on which a Fund relies at the time, and with any instructions and directions of the Trustees.
g. SSGA FM may from time to time, in its discretion and with the stated investment objectives, policies and restrictions approval of the Fund. Manager will provide Sub-Adviser with current copies Trustees, delegate certain of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance its investment advisory responsibilities under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with Agreement in respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing Fund to the Trust one or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchangemore qualified companies (each, a broker or a dealer a commission for effecting a securities transaction for “sub-adviser”), each of which is registered under the Trust in excess Investment Advisers Act of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust1940, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transactionamended, provided that the Subseparate costs of employing such sub-Adviser determined advisers and of the sub-advisers themselves are borne by SSGA FM or the sub-adviser and not by the Fund in good faith that question. Unless the commission Board specifies otherwise in connection with its approval of any such delegation or spread paid was reasonable unless any agreement pursuant to which such delegation is effected specifies otherwise, (i) the obligation of SSGA FM in relation respect of the activities of any such sub-adviser shall be to provide to the services provided. The Sub-Adviser will properly communicate Trustees its recommendation as to the officers and trustees selection of the Trust sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, and to oversee generally the performance by such information relating sub-adviser of its obligations to transactions for the Fund as they in question over time (which oversight may reasonably request. In no instance include periodic review of policies and procedures of the sub-adviser but will portfolio securities be purchased from not include approval of or sold responsibility for specific investment decisions by the sub-adviser) and to report to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except Trustees periodically as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations its evaluation of the Securities performance of such sub-adviser and Exchange Commission in all material respects as to the nature and in addition will conduct its activities under this Agreement scope of such general oversight, in accordance with the standard of care set out in Section 7 below, and (ii) assuming compliance by SSGA FM with its obligations under clause (i), SSGA FM shall not be responsible or have any applicable regulations liability for any investment decision or any other act or omission on the part of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to sub-adviser, including without limitation any error or mistake of judgment on the Board of Trustees part of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's securities transactions as requested sub-adviser or failure by the Manager and will furnish Manager and Trust's Board sub-adviser to comply with any policies, procedures, guidelines, or objectives of Trustees such periodic and special reports as the Board or Manager may reasonably requestany Fund.
Appears in 6 contracts
Samples: Investment Advisory Agreement (Elfun Trusts), Investment Advisory Agreement (Elfun Government Money Market Fund), Investment Advisory Agreement (Elfun Tax Exempt Income Fund)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund's portfolio allocated to the Sub-Adviser, the performance of the Fund Fund's investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's securities transactions for the portion of the Fund's investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
(f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 6 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investments Inc), Investment Sub Advisory Agreement (Nuveen Diversified Dividend & Income Fund), Investment Sub Advisory Agreement (Nuveen Investments Inc)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser Collateral Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for of the U.S. government, its agencies and instrumentalities, corporate obligations and other high quality instruments comprising the Fund’s assets not deposited with its clearing broker(s) to secure commodity futures or options contracts (“Collateral”), all on behalf of the Fund and as described in the Fund’s registration statement on Form S-1 as declared effective by the United States Securities and Exchange Commission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its duties, Sub-Adviser Collateral Subadvisor will satisfy its fiduciary duties to the TrustFund, will select and monitor the Fund's investments, ’s investments in Collateral and will comply with the provisions of Trust's Declaration of the Fund’s Amended and Restated Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Collateral Subadvisor has been notified in writing of such amendments), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Collateral Subadvisor has been notified in writing of the Fundsuch amendments). Manager will provide Sub-Adviser Collateral Subadvisor with current copies of the Trust's Declaration of Trust, By-lawsFund’s organizational documents, prospectus and any amendments thereto, and any objectiveswritten objectives (as contained in the investment guidelines, policies if any), policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's Collateral Subadvisor’s performance under this Agreement, all of which will be binding on Collateral Subadvisor upon receipt thereof from Manager. Sub-Adviser Collateral Subadvisor and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser Collateral Subadvisor will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser Collateral Subadvisor’s services hereunder Collateral Subadvisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities Collateral for the Fund, Fund and is directed to use its best commercially reasonable efforts to obtain a combination of best price and execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser Collateral Subadvisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, exchange or a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, exchange or broker or dealer would have charged if the Sub-Adviser Collateral Subadvisor determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker member or dealerbroker, viewed in terms of that particular transaction or the Sub-Adviser's Collateral Subadvisor’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-AdviserCollateral Subadvisor, the Fund would be benefited by supplemental services, the Sub-Adviser Collateral Subadvisor is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser Collateral Subadvisor determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser Collateral Subadvisor will properly communicate to the officers and trustees of the Trust Manager such information relating to transactions for the Fund as they Manager may reasonably request. In no instance will portfolio securities Collateral be purchased from the Fund or sold by the Fund to the Manager, Sub-Adviser Collateral Subadvisor or any affiliated person of either the TrustFund, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser Collateral Subadvisor. Collateral Subadvisor further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the “SEC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory and trading activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund’s Collateral, including, without limitation, review of the general investment strategies of the Fund with respect to Collateral Subadvisor’s management of the Fund, ’s Collateral and the performance of the Fund Fund’s Collateral in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager;
d) will monitor the pricing of the Fund’s Collateral, and events relating to the collateral markets in which the Fund trades, and will notify Manager promptly of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Fund’s Collateral may primarily trade but before the time at which the Fund’s Collateral is priced on a given day) that may materially impact the pricing of one or more of the Fund’s Collateral. In addition, Collateral Subadvisor will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets; and
(de) will prepare such books and records with respect to the Fund's securities transactions ’s Collateral as reasonably requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 5 contracts
Samples: Collateral Sub Advisory Agreement (Nuveen Long/Short Commodity Total Return Fund), Collateral Sub Advisory Agreement (Nuveen Long/Short Commodity Total Return Fund), Collateral Sub Advisory Agreement (Nuveen Long/Short Commodity Total Return Fund)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments, and will comply with the provisions of TrustFund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's securities transactions as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Floating Rate Fund), Investment Sub Advisory Agreement (Nuveen Investments Inc), Investment Sub Advisory Agreement (Nuveen Real Estate Income Fund)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as required by law, the Fund’s compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nushares ETF Trust)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and the ManagerTrustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care conform in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Trust’s Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Trust’s Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, or other applicable law.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Destra Investment Trust), Investment Sub Advisory Agreement (Destra Investment Trust), Investment Sub Advisory Agreement (Destra Investment Trust)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust V), Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated to preferred securities, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investmentsinvestments in preferred securities, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund's Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund with respect to preferred securities, the performance of the Fund Fund's investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's securities transactions for the portion of the Fund's investment portfolio allocated to preferred securities as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Preferred Convertible Income Fund), Investment Sub Advisory Agreement (Nuveen Investments Inc), Investment Sub Advisory Agreement (Nuveen Investments Inc)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and in accordance with the investment policies of the Fund, as such policies may subsequently be changed by the Fund’s Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Floating Rate Income Fund), Investment Sub Advisory Agreement (Nuveen Credit Strategies Income Fund), Investment Sub Advisory Agreement (Nuveen Credit Opportunities 2022 Target Term Fund)
Services to be Performed. Subject always to the supervision of Trust's the Fund’s Board of Trustees and Nuveen Asset Management, the ManagerFund’s investment adviser (the “Adviser”), the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund’s registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund’s Board of Trustees and publicly described. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Board of Trustees and to Manager the Adviser with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerFund, the Adviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; . In performing its services hereunder, the Sub-Adviser may engage any of its affiliates to the extent legal permissible under applicable law, provided that the Sub-Adviser will remain liable to the Fund at all times for the performance of its obligations hereunder, will remain responsible for the acts and omissions of such affiliates, and will be solely responsible for any fees owed to such affiliates. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager the Adviser and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund, ’s portfolio allocated to the Sub-Adviser and the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Managerthe Adviser;
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify the Adviser promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in the Sub-Adviser’s portion of the portfolio; and in addition, the Sub-Adviser will assist the Adviser in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as requested by the Manager Adviser and will furnish Manager the Adviser and Trust's the Fund’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Mortgage Opportunity Term Fund), Investment Sub Advisory Agreement (Nuveen Mortgage Opportunity Term Fund 2), Investment Sub Advisory Agreement (Nuveen Mortgage Opportunity Term Fund 2)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Quality Preferred Income Fund 2), Investment Sub Advisory Agreement (Nuveen Quality Preferred Income Fund), Investment Sub Advisory Agreement (Nuveen Quality Preferred Income Fund 2)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser Commodity Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fundfutures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s registration statement on Form S-1 as declared effective by the United States Securities and Exchange Commission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its duties, Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the TrustFund, will select and monitor the Fund's investments, ’s investments in Commodity Interests and will comply with the provisions of Trust's Declaration of the Fund’s Amended and Restated Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Commodity Subadvisor has been notified in writing of the Fundsuch amendments at least 90 days prior to effectiveness). Manager will provide Sub-Adviser Commodity Subadvisor with current copies of the Trust's Declaration of Trust, By-lawsFund’s organizational documents, prospectus and any amendments thereto, and any objectiveswritten objectives (as contained in the investment guidelines, policies if any), policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's Commodity Subadvisor’s performance under this Agreement, all of which will be binding on Commodity Subadvisor upon receipt thereof from Manager at least 90 days prior to effectiveness. Sub-Adviser Commodity Subadvisor and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser Commodity Subadvisor will report to the Board of Trustees and to Manager with respect to Commodity Subadvisor’s services hereunder. All commissions and expenses arising from the implementation trading of such programCommodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s account with its clearing broker(s). SubManager shall deliver to Commodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the Fund’s agent and attorney-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities in-fact for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution purpose of trading Commodity Interests on behalf of the Trust's orders, taking into Fund. All trades for the account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research Fund directed by Commodity Subadvisor shall be made through such clearing broker or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchangebrokers as Manager directs (each, a broker or a dealer a commission “clearing broker”). Notwithstanding the foregoing, Commodity Subadvisor may place orders for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to Commodity Interest transactions for the Fund as they through executing brokers or floor brokers selected by Commodity Subadvisor and may reasonably request. In no instance execute on behalf of the Fund “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Subadvisor will portfolio securities be purchased from provide Manager and the Fund on a quarterly basis with a list of the executing brokers or sold floor brokers Commodity Subadvisor is then using, and Manager may, within 5 days of receiving such list after consultation with Commodity Subadvisor, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund and its investors, and Commodity Subadvisor shall cease using such broker on behalf of the Fund. Any over-the-counter contracts in Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or its affiliates, as agreed upon between Commodity Subadvisor and Manager. Commodity Subadvisor from time to time may select other dealers through which any such contracts will be traded, Sub-Adviser or any affiliated person with the prior written consent of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser . Commodity Subadvisor further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the Securities and Exchange United States Commodity Futures Trading Commission (the “CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental or self-regulatory authority pertaining to its investment commodity trading advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund’s Commodity Interests, including, without limitation, review of the general investment strategies of the Fund with respect to Commodity Subadvisor’s management of the Fund, ’s Commodity Interests and the performance of the Fund Fund’s Commodity Interests in relation to standard industry indices and passively managed commodity index tracking funds and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager;
d) will not, without the prior written approval of Manager, materially deviate or change the Fund’s guidelines governing diversification, concentration and portfolio rebalancing of the Fund’s investments in individual commodities and commodity groups;
e) will monitor the pricing of the Fund’s Commodity Interests, and events relating to the commodity markets in which the Fund trades, and will notify Manager promptly of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Fund’s Commodity Interests. In addition, Commodity Subadvisor will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets; and
(df) will prepare such books and records with respect to the Fund's securities transactions ’s Commodity Interests as reasonably requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 3 contracts
Samples: Commodity Sub Advisory Agreement (Nuveen Long/Short Commodity Total Return Fund), Commodity Sub Advisory Agreement (Nuveen Long/Short Commodity Total Return Fund), Commodity Sub Advisory Agreement (Nuveen Diversified Commodity Fund)
Services to be Performed. Subject always to the supervision of Trust's the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested, consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager the Adviser and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, Fund and the performance of the Fund Fund’s investment portfolio in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; andthe Adviser;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions for the Fund’s investment portfolio as reasonably requested by the Manager Adviser and will furnish Manager the Adviser and Trust's Fund’s Board of Trustees such periodic and special reports as the Adviser and the Board or Manager of Trustees may reasonably request;
(e) will notify the Adviser promptly of any issuer-specific or market events or other situations of which it becomes aware (particularly those that may occur after the close of a foreign market in which the Fund’s portfolio securities may primarily trade but before the time at which such securities are priced on a given day) that may materially impact the pricing of one or more of the Fund’s portfolio securities; and, upon request, the Sub-Adviser will assist the Adviser in evaluating the impact that any such event identified by the Adviser or Sub-Adviser may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(f) will not consult with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Nuveen All Cap Energy MLP Opportunities Fund), Investment Sub Advisory Agreement (Nuveen All Cap Energy MLP Opportunities Fund), Investment Sub Advisory Agreement (Nuveen All Cap Energy MLP Opportunities Fund)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22523) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care conform in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Trust’s Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Trust’s Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, or other applicable law.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Destra Investment Trust II), Investment Sub Advisory Agreement (Destra Investment Trust II), Investment Sub Advisory Agreement (Destra Investment Trust II)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund's Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund's custodian to forward to Sub-Adviser or Sub-Adviser's designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser's designated proxy agent consistent with the Sub-Adviser's proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; . Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund's portfolio allocated to the Sub-Adviser, the performance of the Fund Fund's investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
d) will monitor the pricing of option contracts each day on which the Fund calculates a net asset value, to determine whether market movements between 4:00 p.m. and 4:15 p.m. indicate that it is necessary for the Fund to determine a fair value of such option contracts and will promptly notify the Manager of such evaluation provided that, this provision is not intended to limit the Sub-Adviser's responsibility to promptly notify the Manager of market or security-specific events that have come to the attention of the Sub-Adviser, that could call into question the validity of the pricing of one or more securities in the Fund's portfolio; and
(de) will prepare such books and records with respect to the Fund's securities transactions for the portion of the Fund's investment portfolio allocated to the Sub-Adviser as reasonably requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Equity Premium Opportunity Fund), Investment Sub Advisory Agreement (Nuveen Equity Premium Advantage Fund), Investment Sub Advisory Agreement (Nuveen Equity Premium Opportunity Fund)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other instruments for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2 and as the same and such investment policies described therein may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law, the Fund's policies and procedures as provided to the Sub-Adviser or as otherwise requested by the Manager or the Board and will prepare and furnish the Manager and Trustthe Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940 or other applicable law.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (First Trust New Opportunities MLP & Energy Fund), Investment Sub Advisory Agreement (First Trust MLP & Energy Income Fund), Investment Sub Advisory Agreement (First Trust MLP & Energy Income Fund)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 333-167073) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care conform in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Trust’s Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Trust’s Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, or other applicable law.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Destra Investment Trust), Investment Sub Advisory Agreement (Destra Investment Trust), Investment Sub Advisory Agreement (Destra Investment Trust)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; . Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as reasonably requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund, if any, concerning transactions of the Fund in securities or other assets.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Tax-Advantaged Dividend Growth Fund), Investment Sub Advisory Agreement (Nuveen Global Value Opportunities Fund), Investment Sub Advisory Agreement (Nuveen Tax-Advantaged Dividend Growth Fund)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's ’s investments, and will comply with the provisions of Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and the ManagerTrustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Fund, the Fund’s custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's investments, and will comply with the provisions of Trust's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the each Fund's securities transactions as requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of Trust's the Adviser and the Fund’s Board of Trustees and Trustees, the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager the Adviser and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable times the management of the Fund, Fund including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund, ’s portfolio allocated to the Sub-Adviser and the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; andthe Adviser;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to Sub-Adviser as reasonably requested by the Manager and will furnish Manager and Trust's the Fund’s Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request;
(e) will monitor the pricing of portfolio securities and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify the Adviser promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in the Sub-Adviser’s portion of the portfolio; and in addition, the Sub-Adviser will assist the Adviser in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(f) will not consult with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen NASDAQ 100 Dynamic Overwrite Fund), Investment Sub Advisory Agreement (Nuveen Dow 30sm Dynamic Overwrite Fund)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and the ManagerTrustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of Trust's the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, Trust and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to Manager the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested, consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager the Adviser and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, Fund and the performance of the Fund Fund’s investment portfolio in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; andthe Adviser;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions for the Fund’s investment portfolio as reasonably requested by the Manager Adviser and will furnish Manager the Adviser and Trust's Fund’s Board of Trustees such periodic and special reports as the Adviser and the Board or Manager of Trustees may reasonably request;
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify the Adviser promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in the portfolio; and, in addition, the Sub-Adviser will assist the Adviser in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(f) will not consult with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Energy MLP Total Return Fund), Investment Sub Advisory Agreement (Nuveen Energy MLP Total Return Fund)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and comply in addition all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Trust’s Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Trust’s Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund or promptly destroy any such records upon the reasonable request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, the Sub-Adviser’s internal recordkeeping policies and procedures, or other applicable law.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Destra Investment Trust), Investment Sub Advisory Agreement (Destra Investment Trust)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and the ManagerTrustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined determines in good faith that the commission paid was is reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as required by law, the Fund’s compliance policies and procedures or as reasonably requested by the Manager Manager, and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Trust’s Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser Commodity Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) and securities for issued by the FundUnited States Department of the Treasury (“Collateral”), all on behalf of the Fund and as described in the Fund’s registration statement on Form S-1 as declared effective by the United States Securities and Exchange Commission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its activities and duties, Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the TrustFund, will select and monitor on at least a daily basis the Fund's investments’s investments in Commodity Interests and Collateral, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-lawsTrust Agreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been provided with amendments), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Commodity Subadvisor has been provided such amendments). Commodity Subadvisor acknowledges receipt of the Fund’s organizational documents, prospectus and amendments thereto as of the date hereof. All commissions and expenses arising from the trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s account with its clearing broker(s). Manager shall deliver to Commodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests and Collateral on behalf of the Fund. Manager Commodity Subadvisor may place orders for Commodity Interest transactions and purchases and sales of Collateral for the Fund through broker/dealers and futures commission merchants (“FCMs”) selected by Commodity Subadvisor; provided that Commodity Subadvisor will provide Sub-Adviser Manager and the Fund on a quarterly basis (or more frequently as reasonably requested by Manager) with current copies a list of the Trust's Declaration broker/dealers and FCMs Commodity Subadvisor is then using (as of Trustthe date hereof, By-laws, prospectus and any amendments theretothe initial list is set forth on Exhibit A hereto), and any objectivesManager may, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make after receiving such list, object in its officers and employees available sole discretion to the use of one or more broker/dealers or FCMs due to, among other from time reasons, a reasonable belief by Manager that the use of such broker/dealer(s) or FCM(s) would be detrimental to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs its investors, and Commodity Subadvisor shall cease using such broker/dealers or FCMs on behalf of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to Commodity Subadvisor shall use its best commercially reasonable efforts to obtain a combination of best price and execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, and the size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities a Commodity Interest or Collateral be purchased from the Fund or sold by the Fund to the Manager, Sub-Adviser Commodity Subadvisor or any affiliated person of either the Trust, Manager, Fund or Sub-AdviserCommodity Subadvisor, except as may be permitted under with the 1940 Act; Sub-Adviser written consent of the Manager. Commodity Subadvisor further agrees that it:
(a) Will exercise its commercially reasonable judgment and will act in good faith and use the same degree of skill and reasonable care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilitiesperforming the activities and duties hereunder;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will Will conduct its activities and duties under this Agreement in accordance with with, and consistent with, any applicable laws, regulations and governmental or self-regulatory authority including, without limitation, all applicable rules and regulations of any governmental authority pertaining to its investment advisory activitiesthe United States Commodity Futures Trading Commission (the “CFTC”), in all material respects;
(c) will Will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund’s Commodity Interests and Collateral, including, without limitation, review of the general investment strategies of the Fund with respect to Commodity Subadvisor’s management of the Fund’s Commodity Interests and Collateral, and the performance of the Fund Fund’s Commodity Interests and Collateral in relation to standard industry indices and passively managed commodity index tracking funds and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) Will submit such reports or information as the Manager may reasonably request to assist the Fund’s custodian, administrator, accounting agent, transfer agent and/or independent public accountants (and all other agents, representatives and service providers to the Fund or the Manager) in the performance of their activities or duties, cooperate with such persons, take action to make information in the Commodity Subadvisor’s possession available to such persons for the performance of their activities or duties and requests made in connection therewith, and establish and maintain appropriate operational structure and programs, procedures and interfaces with such persons so as to promote the efficient exchange of information and compliance with applicable law and regulation, and the investment strategies, guidelines and other restrictions and policies of the Fund;
e) Will reasonably assist in the preparation of periodic reports by the Fund to its limited owners and to meet other regulatory or tax requirements applicable to the Fund;
f) Will reasonably cooperate with any third-party audit arranged by the Manager or the Fund to evaluate the effectiveness of compliance controls;
g) Will not, without the prior written approval of Manager, materially deviate or change the Fund’s investment strategies, guidelines and other restrictions and policies;
h) Will monitor the pricing of the Fund’s Commodity Interests and Collateral, and events relating to the commodity markets in which the Fund trades or applicable securities markets, and will notify Manager promptly of any market events or other situations that come to Commodity Subadvisor’s attention (particularly those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Fund’s Commodity Interests or Collateral. In addition, Commodity Subadvisor will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets;
i) Other than with respect to the preparation of books and records typically produced by others (such as by FCMs, custodians and broker/dealers), will prepare such books and records with respect to the Fund's securities transactions ’s Commodity Interests and Collateral as reasonably requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports and certifications as the Board or Manager may reasonably request;
j) Will promptly notify the Fund and the Manager of any material fact known to the Commodity Subadvisor respecting or relating to the Commodity Subadvisor or the Fund that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; and
k) Will promptly notify the Manager and the Fund of any actual or expected change of control for the Commodity Subadvisor, and of any changes to executive officers, members or key personnel of the Commodity Subadvisor including, without limitation, personnel who are portfolio manager(s) with respect to the Fund.
l) Will obtain and maintain at its sole expense errors and omission insurance in a reasonable scope and amount. For as long as the net value of the Fund’s assets calculated in the manner set forth in the Fund’s Prospectus (as defined below) (the “Assets Under Management”), together with the net value of the assets of the WisdomTree Continous Commodity Index Master Fund and the WisdomTree Continuous Commodity Index Fund (together, “GCC”) calculated in the manner set forth in GCC’s prospectuses, are less than $500,000,000 in the aggregate, $1,000,000 shall be deemed a reasonable amount of errors and omissions insurance coverage. If the Assets Under Management of the Fund and GCC exceed $500,000,000 in the aggregate, the Commodity Subadvisor will increase its errors and omissions insurance coverage by an appropriate amount. The Commodity Subadvisor is authorized to and may employ, associate or contract with such person or persons as the Commodity Subadvisor may deem desirable to assist it in performing its activities and duties under this Agreement (including portfolio managers), including Grain Service Corporation, Inc. (“Grain Service”); provided, however, the compensation of such person or persons shall be paid by the Commodity Subadvisor, and the Commodity Subadvisor shall be as fully responsible to the Fund and the Manager for the acts and omissions of any such person or persons as it is for its own acts and omissions. As may be mutually agreed by the Fund, Manager and the Commodity Subadvisor, but in any event at least annually, the Commodity Subadvisor shall discuss with the Fund and Manager any assistance the Commodity Subadvisor has deemed desirable in performing its duties under this Agreement (including person or persons involved therewith).
Appears in 2 contracts
Samples: Commodity Subadvisory Agreement (WisdomTree Coal Fund), Commodity Subadvisory Agreement (WisdomTree Coal Fund)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for for, the Fundassets designated in Schedule A hereto, as such schedule may be amended from time to time, of the Funds and other portfolios hereunder, all on behalf of the Fundsuch Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFunds (as set forth in Section 7, below), and will monitor the Fund's Funds’ investments, and will comply with the provisions of Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the FundPortfolios. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of any Fund, or be in breach of any obligation owing to the Trust or in respect of any Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Funds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for any Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act;
(d) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(de) will prepare such books and records with respect to the Fund's Funds’ securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Floating Rate Income Opportunity Fund), Investment Sub Advisory Agreement (Nuveen Senior Income Fund)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub- Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund with respect to preferred securities, the performance of the Fund Fund’s investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(e) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to preferred securities as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Preferred & Income Term Fund), Investment Sub Advisory Agreement (Nuveen Preferred & Income Term Fund)
Services to be Performed. Subject always to the supervision of Trust's the Adviser and the Fund’s Board of Trustees and Directors, the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Directors and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's Declaration the Fund’s Articles of Trust Incorporation and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust's Declaration Fund’s Articles of Trust, Incorporation and By-laws, prospectus laws and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees Directors and to Manager the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees directors of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Manager, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager the Adviser and to the Board of Trustees Directors of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees Directors on a regular basis at reasonable times the management of the Fund, Fund including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund, ’s portfolio allocated to the Sub-Adviser and the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; andthe Adviser;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to Sub-Adviser as reasonably requested by the Manager and will furnish Manager and Trust's the Fund’s Board of Trustees Directors such periodic and special reports as Manager or the Board or Manager may reasonably request;
(e) will monitor the pricing of portfolio securities and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify the Adviser promptly of any issuer- specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in the Sub-Adviser’s portion of the portfolio; and in addition, the Sub-Adviser will assist the Adviser in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(f) will not consult with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Dow 30sm Dynamic Overwrite Fund), Investment Sub Advisory Agreement (Nuveen NASDAQ 100 Dynamic Overwrite Fund)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 2 contracts
Samples: Interim Investment Sub Advisory Agreement (Energy Income & Growth Fund), Interim Investment Sub Advisory Agreement (Energy Income & Growth Fund)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and the ManagerTrustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund's Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund with respect to preferred securities, the performance of the Fund Fund's investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(e) will prepare such books and records with respect to the Fund's securities transactions for the portion of the Fund's investment portfolio allocated to preferred securities as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Preferred Income Opportunities Fund), Investment Sub Advisory Agreement (Nuveen Preferred Income Opportunities Fund)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for the Fund and make investment decisions forrecommendations to the Manager on a regular basis, and place all orders for but no less often than every 30 days, regarding the purchase investment, reinvestment and sale of securities for the Fundassets of the Fund allocated to the Sub-Adviser by the Manager, which investment recommendations shall include, but not be limited to, recommended investments, relative weights, relative changes in such weights or the composition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund as described in the Fund's currently effective registration statement on Form N-1A as the same and such investment policies described therein may thereafter be amended from time to time. The Sub-Adviser shall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio assets held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. It is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Fund, Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser agree that all investment decisions will report ultimately be the responsibility of the Manager and that the Sub-Adviser shall not have or be deemed to the Board of Trustees and to Manager have investment discretion with respect to the implementation of such programFund's portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser is authorized shall have no authority to select the brokers or dealers that will execute or otherwise place orders for the execution of the purchases and sales of portfolio securities investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including rules under the 1940 Act) anx xxx xxlicies, procedures and restrictions adopted by the Board for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and Fund regarding the execution of the TrustFund's ordersportfolio transactions. The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research tender offers or other services provided. It is corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to advise the Trust or Manager and/or the Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or be other assets in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess portion of the amount of commission another member of an exchange, broker or dealer would have charged if Fund's portfolio that was allocated to the Sub-Adviser determined in good faith that sufficient time to permit the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction Manager or the Sub-Adviser's overall responsibilities Fund to take appropriate action with respect to its accountssuch portfolio investments. For purposes of complying with Rule 10f-3, including Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is authorized to pay spreads advised by the Manager (the "First Trust Fund complex") or commissions to brokers an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or dealers furnishing an affiliated person of such services in excess of spreads or commissions which another broker or dealer may charge principal underwriter), concerning transactions for the same transactionFund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, provided that with respect to a fund in the First Trust Fund complex with multiple sub-advisers (including the Fund), the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in good faith that the commission securities or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust such information relating to transactions its recommendations for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the management Manager or the Board of Trustees may reasonably request in writing regarding its recommendations for the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to its services under this Agreement, including records of all recommendations made during its performance of this Agreement, and all such other records as required for registered investment advisers performing such services under applicable law, the Fund's securities transactions compliance policies and procedures or as otherwise requested by the Manager or the Board and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. Such records shall be open to inspection at all reasonable times by the Manager or Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio assets, and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of advising on the portfolio investments of the Fund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Sub-Adviser's portion of the portfolio. In addition, the Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Variable Insurance Trust), Investment Sub Advisory Agreement (First Trust Variable Insurance Trust)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the FundSub-Sub-Advised Assets, all on behalf of the Fund and consistent with the investment guidelines provided by the Manager or the Sub-Adviser to the Sub-Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments allocated to it, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the stated Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager, the Fund or the Sub-Adviser. The Fund, the Manager will or the Sub-Adviser shall provide the Sub-Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. If the Sub-Sub-Adviser and Manager will each make its officers and employees available has a question about whether any proposed transaction with respect to the other from time to time at reasonable times to review investment policies of the Fund and to would be in compliance with such documentation, it may consult with each other regarding the investment affairs of Manager or the Fund. Sub-Adviser, and the Manager or the Sub-Adviser will report provide instructions upon which the Sub-Sub-Adviser may rely in purchasing and selling securities for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board Manager. The Sub-Sub-Adviser shall promptly notify the Manager and the Fund of Trustees any material change in the voting policy. The Sub-Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and has the right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Manager with respect to or the implementation of such program. Sub-Adviser, the Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of either the Trust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 Act; Act and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and Commodity Futures Trading Commission ("CFTC"), (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Sub-Adviser in writing, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activitiesactivities (provided that the parties hereto acknowledge that the Sub-Sub-Adviser is not a commodity pool operator or commodity trading adviser with respect to the Fund) and (iv) promptly notify the Manager and the Fund if the Sub-Sub-Adviser intends to engage in any derivative transactions on behalf of the Fund's portfolio);
(c) will report regularly to the Manager and to the Board of Trustees of on a quarterly basis and to the Trust Sub-Adviser as it may request and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Manager, the Board of Trustees and the Sub-Adviser on a regular basis at reasonable such times as the Manager, the Board of Trustees or the Sub-Adviser may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund applicable to the Sub-Sub-Advised Assets, the performance of the Fund Sub-Sub-Advised Assets in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager; and, the Board of Trustees or the Sub-Adviser;
(d) will prepare and maintain such books and records with respect to the Sub-Sub-Advised Assets and other transactions for the Sub-Sub-Advised Assets as required under applicable law, the Fund's securities transactions compliance policies and procedures (as communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing) or as otherwise requested by the Manager and will furnish Manager and Trust's Manager, the Board of Trustees or the Sub-Adviser and will prepare and furnish the Manager, the Board of Trustees or the Sub-Adviser such periodic and special reports as the Board Board, the Manager or the Sub-Adviser may request. Such records prepared and maintained by the Sub-Sub-Adviser as required hereunder shall be open to inspection at all reasonable times (upon reasonable notice and during standard business hours) by the Manager, the Fund or the Sub-Adviser and any appropriate regulatory authorities. The Sub-Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will use commercially reasonable efforts to monitor events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the Sub-Sub-Advised Assets of the Fund, and will use commercially reasonable efforts to notify the Manager as promptly as practical of any issuer-specific or market events or other situations of which it becomes aware (such as those that may reasonably requestoccur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that it believes are likely to materially impact the pricing of one or more of the Sub-Sub-Advised Assets. In addition, the Sub-Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 2 contracts
Samples: Investment Sub Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv), Investment Sub Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other instruments for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendment thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager or the Board and will prepare and furnish the Manager and Trustthe Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Dividend & Income Fund), Investment Sub Advisory Agreement (First Trust Dividend & Income Fund)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the FundSub-Sub-Advised Assets, all on behalf of the Fund and consistent with the investment guidelines provided by the Manager or the Sub-Adviser to the Sub-Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments allocated to it, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the stated Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager, the Fund or the Sub-Adviser. The Fund, the Manager will or the Sub-Adviser shall provide the Sub-Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. If the Sub-Sub-Adviser and Manager will each make its officers and employees available has a question about whether any proposed transaction with respect to the other from time to time at reasonable times to review investment policies of the Fund and to would be in compliance with such documentation, it may consult with each other regarding the investment affairs of Manager or the Fund. Sub-Adviser, and the Manager or the Sub-Adviser will report provide instructions upon which the Sub-Sub-Adviser may rely in purchasing and selling securities for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board Manager. The Sub-Sub-Adviser shall promptly notify the Manager and the Fund of Trustees any material change in the voting policy. The Sub-Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and has the right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Manager with respect to or the implementation of such program. Sub-Adviser, the Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of either the Trust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 Act; Act and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and Commodity Futures Trading Commission ("CFTC"), (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Sub-Adviser in writing, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activitiesactivities (provided that the parties hereto acknowledge that the Sub-Sub-Adviser is not a commodity pool operator or commodity trading adviser with respect to the Fund) and (iv) promptly notify the Manager and the Fund if the Sub-Sub-Adviser intends to engage in any derivative transactions on behalf of the Fund's portfolio);
(c) will report regularly to the Manager and to the Board of Trustees of on a quarterly basis and to the Trust Sub-Adviser as it may request and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Manager, the Board of Trustees and the Sub-Adviser on a regular basis at reasonable such times as the Manager, the Board of Trustees or the Sub-Adviser may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund applicable to the Sub-Sub-Advised Assets, the performance of the Fund Sub-Sub-Advised Assets in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager; and, the Board of Trustees or the Sub-Adviser;
(d) will prepare and maintain such books and records with respect to the Sub-Sub-Advised Assets and other transactions for the Sub-Sub-Advised Assets as required under applicable law, the Fund's securities transactions compliance policies and procedures (as communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing) or as otherwise requested by the Manager and will furnish Manager and Trust's Manager, the Board of Trustees or the Sub-Adviser and will prepare and furnish the Manager, the Board of Trustees or the Sub-Adviser such periodic and special reports as the Board Board, the Manager or the Sub-Adviser may request. Such records prepared and maintained by the Sub-Sub-Adviser as required hereunder shall be open to inspection at all reasonable times (upon reasonable notice and during standard business hours) by the Manager, the Fund or the Sub-Adviser and any appropriate regulatory authorities. The Sub-Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will use commercially reasonable efforts to monitor events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the Sub-Sub-Advised Assets of the Fund, and will use commercially reasonable efforts to notify the Manager as promptly as practical of any issuer-specific or market events or other situations of which it becomes aware (such as those that may reasonably requestoccur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that it believes are likely to materially impact the pricing of one or more of the Sub-Sub-Advised Assets. In addition, the Sub-Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 2 contracts
Samples: Investment Sub Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv), Investment Sub Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. _____________) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care conform in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Trust’s Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Trust’s Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, or other applicable law.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Destra Investment Trust II), Investment Sub Advisory Agreement (Destra Investment Trust II)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and furnish an investment program in respect of, of and make investment decisions for, and place all orders for the purchase and sale assets of securities for the FundFund allocated to the Sub-Adviser by the Manager, all on behalf of the Fund and consistent with the Fund's currently effective registration statement on Form N-1A as the same and such investment policies applicable to the Sub-Adviser's portion of the Fund's portfolio described therein may be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments selected for the Fund by the Sub-Adviser, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio (including the asset class of the Fund. Manager will provide 's investment portfolio) allocated to the Sub-Adviser with current copies of from time to time, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or Trust's Declaration Board of Trust, ByTrustees may communicate to the Sub-laws, prospectus and any amendments theretoAdviser in writing, and (iii) any changes to the objectives, policies policies, restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser's performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund applicable to the portion of the portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to For the Board avoidance of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funddoubt, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or responsible for compliance with the Fund's investment objectives, or be in breach of any obligation owing policies and restrictions with respect to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess assets of the amount of commission another member of an exchange, broker or dealer would have charged if Fund's portfolio not allocated to the Sub-Adviser determined in good faith that or for the commission paid was reasonable in relation to the brokerage investment program or research services provided by such memberany other sub-adviser to the Fund. The Fund or the Manager shall provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, broker By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or dealer, viewed in terms of that particular transaction or limitations not appearing therein as they may be relevant to the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedperformance under this Agreement. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund that are relevant to the portion of the portfolio allocated to the Sub-Adviser and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund's portfolio allocated to the Sub-Adviser, the performance of the Fund Fund's investment portfolio allocated to the Sub-Adviser in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to the Fund's securities assets and other transactions for the Fund's investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund's compliance policies and procedures (but only upon notice to the Sub-Adviser) or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. For avoidance of doubt, the Sub-Adviser will have no responsibility for the maintenance of Fund books and records except insofar as it relates to the services the Sub-Adviser provides to the Fund and the assets allocated to the Sub-Adviser. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times by the Manager or Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio assets, and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Fund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Sub-Adviser's portion of the portfolio. In addition, the Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Variable Insurance Trust), Investment Sub Advisory Agreement (First Trust Variable Insurance Trust)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and (the Manager“Board of Trustees”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the FundFunds, all on behalf of the FundFunds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's Funds’ investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions of the FundFunds. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of certain portfolio securities for the FundFunds, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund Funds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund Funds as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's Funds’ securities transactions as required by law, the Funds’ compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and Trust's the Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in the Funds’ portfolios. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund's portfolio allocated to the Sub-Adviser, the performance of the Fund Fund's investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
(d) will monitor the pricing of non-exchange-listed and non-U.S. portfolio securities (together, "Monitored Securities"), and events relating to the issuers of Monitored Securities and the markets in which the Monitored Securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more Monitored Securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of any Monitored Securities; and
(de) will prepare such books and records with respect to the Fund's securities transactions for the portion of the Fund's investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
(f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Diversified Dividend & Income Fund), Investment Sub Advisory Agreement (Nuveen Investments Inc)
Services to be Performed. (a) Subject always to the supervision of the Trust's ’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the each Fund’s investment portfolio, all on behalf of such Fund and also as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of only the assets which the Manager allocates to the Sub-Adviser for management under this Agreement, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom there being no minimum or maximum percentage of the Fund’s assets to be allocated to the Sub-Adviser from time to time hereunder. In the performance of its dutiesduties with regard to the assets allocated to the Sub-Adviser, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Trusteach Fund, will (b) monitor the each Fund's investments’s investments or other instruments, and will (c) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by a Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the stated respective investment objectivesobjective(s), policies and restrictions stated in the applicable Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund. Manager will provide or the Trust’s Board of Trustees may communicate to the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any changes to the objectives, policies policies, restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser's performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund Funds and to consult with each other regarding the investment affairs of the Funds. Each Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to the Sub-Adviser’s performance under this Agreement. Each Fund’s prospectus, each Fund’s statement of additional information and any amendments thereto are made available on such Fund’s public website.
(b) Unless otherwise agreed to with the Manager or the Board of Trustees, the Sub-Adviser shall have no right or responsibility for voting in respect of securities held in a Fund’s portfolio, it being understood that the Manager shall have such right and responsibility unless reserved by a Fund or another party designated by the Board of Trustees. Notwithstanding the foregoing, the Sub-Adviser will report to advise the Board of Trustees and to Manager and/or the Fund and/or other designated party, as applicable, upon request, with respect to proxies and other corporate actions regarding securities or other assets in a Fund in sufficient time to permit the implementation of Manager, the Fund or other designated party, as applicable, to take appropriate action with respect to such program. Sub-Adviser is authorized to select portfolio investments.
(c) The Manager will select, and enter into agreements with, the brokers brokers, dealers, futures commission merchants, banks or dealers any other other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the FundFunds. Notwithstanding the foregoing, if and to the extent the Sub-Adviser is specifically authorized and directed by the Manager, the Sub-Adviser may undertake such activities on behalf of one or more Funds. If the Manager specifically authorizes and directs the Sub-Adviser to undertake such activities on behalf of one or more Funds, subject to the specific parameters of the Manager’s authorization and direction, the following provisions of this Section 2(c) will apply solely with respect to such Fund or Funds: The Sub-Adviser is authorized to select, in consultation with the Manager, and enter into agreements with, the brokers, dealers, futures commission merchants, banks or any other agent or counterparty that will execute the purchases and sales of portfolio investments for the Funds, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the respective Fund and to the extent permitted by and in conformance with applicable law (including, Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of a Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to such Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among such Fund and other accounts in a fair and equitable manner. Nevertheless, the Funds and the Manager acknowledge that under some circumstances, such allocation may adversely affect a Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that the Sub-Adviser determined in good faith that the commission assets or spread paid was reasonable in relation to the services providedinstruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between any Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. A Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of such Fund’s portfolio transactions provided herein. The Manager agrees to notify the Sub-Adviser promptly of any such changes to policies and procedures in writing.
(d) For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund Complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of a fund’s portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof.
(e) The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the Fund Fund, as they may reasonably request. In no instance will any Fund’s portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.
(f) The Sub-Adviser further agrees that it:
(ai) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(bii) will (A) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission and any other applicable regulatory authority, (B) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Funds and communicated to the Sub-Adviser in writing, and (C) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity trading advisory activities;
(ciii) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds’ investment portfolios in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(div) will prepare and maintain such books and records with respect to its services under this Agreement, including records of all recommendations for each Fund’s investment portfolio made during its performance of services pursuant to this Agreement, and all such other records as required under applicable law, the Fund's securities transactions Funds’ compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. Such records shall be open to inspection at all reasonable times by the Manager or the Funds and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the respective Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or such Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the relevant Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940, as amended, or other applicable law; and
(v) will monitor the pricing of portfolio assets, and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Funds, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the respective Fund’s investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Fund’s portfolio. In addition, the Sub-Adviser will at the Manager’s request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund), Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund Viii)
Services to be Performed. (a) Subject always to the supervision oversight of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, report such investment decisions to the Manager and if authorized under Section 3 hereof, place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the respective Fund's investment portfolio, all on behalf of such Fund and consistent with such Fund's currently effective registration statement on Form N-1A as the Fundsame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (i) satisfy its any applicable fiduciary duties it may have to the Trustapplicable Fund, will (ii) monitor the a Fund's investmentsinvestments or other instruments selected for the Fund by the Sub-Adviser, and will (iii) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (iv) comply with (A) the stated investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of additional information, (B) such other investment objectives, policies, restrictions or instructions as the Fund. Manager will provide or the Trust's Board of Trustees may communicate to the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (C) any changes to the objectives, policies policies, restrictions or limitations not appearing therein instructions required under the foregoing (A) and (B) as they may be relevant communicated to the Sub-Adviser's performance under this AgreementAdviser in writing, and (v) provide assistance in connection with the valuation of portfolio assets held by the respective Fund as reasonably requested by the Manager or the respective Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the applicable Fund and to consult with each other regarding the investment affairs of the such Fund. Each Fund or the Manager shall provide the Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution current copies of the Trust's ordersDeclaration of Trust, taking into account all appropriate factorsthe Trust's By-laws, including pricethe respective Fund's prospectus and statement of additional information and any amendments thereto, dealer spread and any policies or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will limitations not appearing therein as they may be deemed relevant to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. performance under this Agreement.
(b) The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the a Fund as they may reasonably request. In no instance will a Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, Manager, the Manager or the Sub-Adviser, except as may be permitted under the 1940 Act and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.
(c) For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act; , the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund Complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for a Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 7 hereunder.
(d) The Sub-Adviser further agrees that it:
(ai) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(bii) will (A) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission ("CFTC") and any other applicable regulatory authority, (B) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Trust and communicated to the Sub-Adviser in writing, and (C) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activities;
(ciii) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the respective Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(div) will prepare and maintain such books and records with respect to a Fund's assets and other transactions for the Fund's securities transactions investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund's compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board of Trustees or the Manager may reasonably request. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times by the Manager or the Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940 or other applicable law; and each Fund and the Manager agree that the Sub-Adviser is entitled to use, present and retain records (or copies thereof) for the investment performance of each Fund (or portion thereof managed by the Sub-Adviser), both as a stand-alone performance record or as part of one or more performance composites of the Sub-Adviser, as the Sub-Adviser may determine from time to time during and after the termination of this Agreement; and
(v) will monitor the pricing of portfolio assets, and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of a Fund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the portfolio. In addition, the Sub-Adviser will, at the Manager's reasonable request, provide assistance to the Manager in connection with evaluating the impact that such an event may have on the net asset value of a Fund and in determining a recommended fair value of the affected investment or investments.
(e) The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets in the portion of the Fund's portfolio that was allocated to the Sub-Adviser in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. Similarly, the Sub-Adviser shall have no responsibility or obligation with respect to filing of claims or other documents in any class action lawsuits relating to investments held or previously held by the Fund.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund III), Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund III)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees (the “Board of Trustees”) and the Manager, Sub-Adviser the Sub‑Adviser will act as sub‑adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s most current registration statement on Form N‑1A as declared effective by the SEC and as the same may thereafter be amended from time to time. In the performance of its duties, Sub-Adviser the Sub‑Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's ’s investments, and will (c) comply with the provisions of the Trust's ’s Declaration of Trust and By-lawsBy‑laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub‑Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and communicated by the Fund or the Manager to the Sub‑Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund. The Fund or the Manager will provide Sub-Adviser has provided the Sub‑Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-lawsBy‑laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's the Sub‑Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser The Sub‑Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e‑1 under the 1940 Act), the Sub‑Adviser may select brokers or dealers affiliated with the Sub‑Adviser. It is understood that the Sub-Adviser Sub‑Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser Sub‑Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's Sub‑Adviser’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub‑Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub‑Adviser or its affiliates, if in the Sub‑Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Sub-AdviserFund occurs as part of any aggregate sale or purchase orders, the objective of the Sub‑Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub‑Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub‑Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub‑Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Sub‑Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub‑Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a‑7 under the 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub‑Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub‑Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. However, no such policy or procedure shall be benefited by supplemental servicesbinding on the Sub‑Adviser unless it is communicated to the Sub‑Adviser in writing. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is authorized to pay spreads advised by the Manager (the “Amplify Fund complex”) or commissions to brokers an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or dealers furnishing an affiliated person of such services in excess of spreads or commissions which another broker or dealer may charge principal underwriter), concerning transactions for the same transactionFund or any fund in the Amplify Fund complex in securities or other fund assets. In addition, provided that with respect to a fund in the Amplify Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund’s portfolio concerning transactions for the fund in good faith that the commission securities or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser Sub‑Adviser will properly communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Manager, Sub-Adviser the Sub‑Adviser or any affiliated person of either the Trust, the Manager, or Sub-Adviserthe Sub‑Adviser, except as may be permitted under the 1940 Act; Sub-Adviser Act and under no circumstances will Sub‑Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub‑Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub‑Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law, the Fund’s compliance policies and procedures or as otherwise requested by the Manager and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub‑Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub‑Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub‑Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204‑2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer‑specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub‑Adviser’s portion of the portfolio. In addition, Sub‑Adviser will at the Manager’s request assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Amplify ETF Trust), Investment Sub Advisory Agreement (Amplify ETF Trust)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees"), the Manager and the ManagerSub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the FundSub-Sub-Advised Assets, all on behalf of the Fund and consistent with the investment guidelines provided by the Manager or the Sub-Adviser to the Sub-Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments allocated to it, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the stated Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager, the Fund or the Sub-Adviser. The Fund, the Manager will or the Sub-Adviser shall provide the Sub-Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. If the Sub-Sub-Adviser and Manager will each make its officers and employees available has a question about whether any proposed transaction with respect to the other from time to time at reasonable times to review investment policies of the Fund and to would be in compliance with such documentation, it may consult with each other regarding the investment affairs of Manager or the Fund. Sub-Adviser, and the Manager or the Sub-Adviser will report provide instructions upon which the Sub-Sub-Adviser may rely in purchasing and selling securities for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board Manager. The Sub-Sub-Adviser shall promptly notify the Manager and the Fund of Trustees any material change in the voting policy. The Sub-Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and has the right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Manager with respect to or the implementation of such program. Sub-Adviser, the Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Sub-Adviser may select brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of either the Trust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 Act; Act and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will
(a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and Commodity Futures Trading Commission ("CFTC"), (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Sub-Adviser in writing, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activitiesactivities (provided that the parties hereto acknowledge that the Sub-Sub-Adviser is not a commodity pool operator or commodity trading adviser with respect to the Fund) and (iv) promptly notify the Manager and the Fund if the Sub-Sub-Adviser intends to engage in any derivative transactions on behalf of the Fund's portfolio);
(c) will report regularly to the Manager and to the Board of Trustees of on a quarterly basis and to the Trust Sub-Adviser as it may request and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Manager, the Board of Trustees and the Sub-Adviser on a regular basis at reasonable such times as the Manager, the Board of Trustees or the Sub-Adviser may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund applicable to the Sub-Sub-Advised Assets, the performance of the Fund Sub-Sub-Advised Assets in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager; and, the Board of Trustees or the Sub-Adviser;
(d) will prepare and maintain such books and records with respect to the Sub-Sub-Advised Assets and other transactions for the Sub-Sub-Advised Assets as required under applicable law, the Fund's securities transactions compliance policies and procedures (as communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing) or as otherwise requested by the Manager and will furnish Manager and Trust's Manager, the Board of Trustees or the Sub-Adviser and will prepare and furnish the Manager, the Board of Trustees or the Sub-Adviser such periodic and special reports as the Board Board, the Manager or the Sub-Adviser may request. Such records prepared and maintained by the Sub-Sub-Adviser as required hereunder shall be open to inspection at all reasonable times (upon reasonable notice and during standard business hours) by the Manager, the Fund or the Sub-Adviser and any appropriate regulatory authorities. The Sub-Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will use commercially reasonable efforts to monitor events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the Sub-Sub-Advised Assets of the Fund, and will use commercially reasonable efforts to notify the Manager as promptly as practical of any issuer-specific or market events or other situations of which it becomes aware (such as those that may reasonably requestoccur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that it believes are likely to materially impact the pricing of one or more of the Sub-Sub-Advised Assets. In addition, the Sub-Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 2 contracts
Samples: Investment Sub Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv), Investment Sub Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and (the Manager“Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund, all on behalf of the Fund’s investment portfolio allocated to Sub-Adviser by Manager or its delegate. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the portion of each Fund's investments’s investment portfolio allocated to it, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, each as amended from time to timetime (the “Trust Documents”), and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration Trust Documents, each Fund’s prospectus and Statement of Trust, By-laws, prospectus Additional Information and any amendments thereto, and any objectives, policies or limitations restrictions not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such programits investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's the Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust V), Investment Sub Advisory Agreement (Nuveen Investment Trust V)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Energy Income & Growth Fund), Investment Sub Advisory Agreement (Energy Income & Growth Fund)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and (the Manager“Board”), Sub-Adviser will is authorized to furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) for the portion of each Fund, all on behalf of the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will select and monitor the each Fund's investments’s investments in Commodity Interests, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, each as amended from time to timetime (the “Trust Documents”), and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration Trust Documents, each Fund’s prospectus and Statement of Trust, By-laws, prospectus Additional Information and any amendments thereto, and any objectives, policies or limitations restrictions not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such programits investment program for each Fund. All commissions and expenses arising from the Sub-Adviser’s trading of Commodity Interests on behalf of the Fund, or other transactions in the course of the administration of the Fund’s account, shall be charged to the applicable Fund’s account with its clearing broker(s). Manager shall deliver to Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Sub-Adviser is authorized to select as the Funds’ agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Funds. All trades for the accounts of the Funds directed by Sub-Adviser shall be made through such clearing broker(s) as Manager directs. Notwithstanding the foregoing, Sub-Adviser may place orders for transactions in Commodity Interests for the Funds through executing brokers or dealers floor brokers selected by Sub-Adviser and may execute on behalf of the Funds “give-up” agreements with such executing brokers or floor brokers where necessary; provided that (i) Sub-Adviser will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size each Fund’s transactions and difficulty of the transaction and research or other services provided. It is understood that the (ii) Sub-Adviser will not be deemed to have acted unlawfully, or to have breached provide Manager and the Funds on a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay quarterly basis with a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess list of the amount of commission another member of an exchange, broker executing brokers or dealer would have charged if the floor brokers Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by is then using, and Manager may, within 5 days of receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities list after consultation with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, object to the Fund use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be benefited by supplemental servicesdetrimental to the Funds and their investors, the and Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Funds. Any over-the-counter contracts in excess of spreads or commissions which another Commodity Interests transacted for the Funds’ accounts will be effected through the clearing broker or dealer may charge for the same transactionits affiliates, provided that the as agreed upon between Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Manager. The Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Trust such information relating to transactions for the Fund as they may reasonably requestManager. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and the Commodity Futures Trading Commission (“CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's securities ’s transactions in Commodity Interests as requested by the Manager and will furnish Manager and Trust's the Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and
(e) will monitor the pricing of the Funds’ Commodity Interests, and events relating to and the commodity markets in which the Funds trade, and will notify Manager promptly of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Funds’ Commodity Interests may primarily trade but before the time at which the Funds’ Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Funds’ Commodity Interests. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected Commodity Interests. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust V), Investment Sub Advisory Agreement (Nuveen Investment Trust V)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-1A as declared effective by the SEC and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law, the Fund's compliance policies and procedures or as otherwise requested by the Manager and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in the Fund. In addition, Sub-Adviser will at the Manager's request assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Series Fund), Investment Sub Advisory Agreement (First Trust Series Fund)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Real Asset Income & Growth Fund), Investment Sub Advisory Agreement (Nuveen Real Asset Income & Growth Fund)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and the ManagerTrustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Fund, the Fund’s custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.
Appears in 2 contracts
Samples: Interim Investment Sub Advisory Agreement (Nuveen Investment Trust Ii), Interim Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all Funds on behalf of the Fundsuch Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's ’s investments, and will comply with the provisions of Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust), Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will furnish an investment program act as a non-discretionary sub-adviser with respect to the Allocated Assets by providing a list of recommended investments and weightings with respect to the Allocated Assets (i.e., a “Model Portfolio”) to the Manager on a daily basis (or such other periodicity as agreed to in respect ofwriting between the parties) which Model Portfolio shall include, make investment decisions forbut not be limited to, recommended investments, relative weights, relative changes in such weights or the composition of the portfolio as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and place all orders for as the purchase and sale of securities for same may thereafter be amended from time to time. The Sub-Adviser shall reasonably cooperate with the Fund, all on behalf of Manager to correct any errors with or answer questions regarding the FundModel Portfolio from the Manager. In the performance of its duties, the Sub-Adviser will (a) satisfy its any fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments’s investments with respect to the Allocated Assets, and will (c) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, that are applicable to the Sub-Adviser’s activities hereunder and the stated Allocated Assets, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund. ’s most recently effective prospectus and statement of additional information applicable to the Allocated Assets, (ii) such other investment objectives, policies, restrictions or instructions as the Manager will provide or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing with current copies of respect to the Trust's Allocated Assets, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing (the foregoing items in (d) together with the Declaration of Trust, Trust and By-lawslaws are the “Governing Documents”) and (e) with respect to the Allocated Assets, prospectus and any amendments thereto, and any objectives, policies assist in the valuation of portfolio assets held by the Fund as requested by the Manager or limitations not appearing therein as they may the Fund (provided that the Manager shall be relevant responsible for making all decisions with respect to Sub-Adviser's performance under this Agreementthe valuation of portfolio assets). The Sub-Adviser and the Manager will each make its officers and employees reasonably available to the other from time to time at reasonable times to review the investment objectives, policies of the Fund and restrictions and to consult with each other regarding the investment affairs of the FundFund (in each case, as applicable to the Allocated Assets), and the Model Portfolio. The Fund or the Manager will provide the Sub-Adviser will report with current copies of the Trust’s Declaration of Trust and the Trust’s By-laws and any amendments thereto. The Manager and not the Sub-Adviser shall be responsible for ensuring the Fund as a whole complies with the Governing Documents and applicable law, including the 1940 Act. If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or redemptions from the Fund or a change in the nature of any investments (whether through a change in business activity or credit rating), the Allocated Assets or the Fund ceases to comply with the Governing Documents or applicable law, the Manager may request and the Sub-Adviser shall promptly provide a revised Model Portfolio or investment recommendations that remedies the non-compliance. For the avoidance of doubt, the Sub-Adviser shall be responsible for ensuring the Model Portfolio’s compliance with the obligations in the immediately preceding paragraph only at the time it delivers the Model Portfolio to the Board Manager and not at any time thereafter except as expressly contemplated in the immediately preceding sentence. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of Trustees the Manager and that the Sub-Adviser shall not have or be deemed to Manager have investment discretion with respect to the implementation of such programFund’s portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager and agreed by the Sub-Adviser, the Sub-Adviser is authorized shall have no authority to select the brokers or dealers that will execute or otherwise place orders for the execution of the purchases and sales of portfolio securities for investments on behalf of the Allocated Assets. Unless otherwise directed by the Fund’s Board or Manager and agreed to by the Sub-Adviser, and is directed the Sub-Adviser shall have no obligation or right to use its best efforts make decisions or take other action with respect to obtain best executionproxies, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research tender offers or other services provided. It is corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless otherwise determined by the Board. Notwithstanding the foregoing, the Sub-Adviser will advise the Manager and/or Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets comprising the Allocated Assets in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. The Sub-Adviser will not be deemed responsible or liable for failing to have acted unlawfullyadvise on any proxies where it has not received the proxies or related shareholder communications in a timely manner. For purposes of complying with Rule 10f-3, or to have breached a fiduciary duty to Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is authorized to pay spreads advised by the Manager (the “First Trust Fund Complex”) or commissions to brokers an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or dealers furnishing an affiliated person of such services in excess of spreads or commissions which another broker or dealer may charge principal underwriter), concerning transactions for the same transactionFund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, provided that with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, including the Fund, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a fund’s portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of a fund’s portfolio concerning transactions for a fund in good faith that the commission securities or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust such information relating to transactions the Model Portfolio and its recommendations for the Fund Allocated Assets as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such its services pursuant to this Agreement as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission and any other applicable regulatory authority, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees applicable to the Allocated Assets and communicated to the Sub-Adviser in writing, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activitiesactivities and commodity trading advisory activities and (iv) promptly notify the Manager and the Fund if the Sub-Adviser intends to recommend any derivative transactions on behalf of the Fund’s portfolio;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the management Manager or the Board of Trustees may reasonably request in writing regarding its recommendations for the FundAllocated Assets, including, without limitation, review of the general investment strategies of the FundFund (as they pertain to the Allocated Assets), the performance of the Fund Allocated Assets in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to its services under this Agreement, including records of all recommendations made during its performance of services pursuant to this Agreement, and all such other records as required under applicable law, the Fund's securities transactions ’s compliance policies and procedures (to the extent such policies or procedures are furnished to the Sub-Adviser) or as otherwise reasonably requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. Records of all recommendations and those required under applicable law shall be open to inspection at all reasonable times by the Manager or the Fund and any regulatory authorities having jurisdiction over the Manager or the Fund. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940 or other applicable law;
(e) will monitor the pricing of portfolio assets that comprise the Allocated Assets and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of advising on the portfolio investments of the Fund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund’s investments are priced on a given day) that may materially impact the Fund’s ability to price one or more securities or other assets that comprise the Allocated Assets. In addition, the Sub-Adviser will at the Manager’s reasonable request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments; and
(f) will, to the extent the Fund is relying on an exemptive order, an amendment thereto, no-action assurances, or other relief, rule or regulation permitting, in general terms, the Fund to hire one or more sub-advisers or amend a sub-advisory agreement without shareholder approval, comply with any terms and conditions provided in such exemptive order, amendment thereto, no-action assurances, or other relief, rule or regulation applicable to it as a sub-adviser. For the avoidance of doubt, unless advised otherwise by the Manager and/or the Fund, the Fund is relying on the following exemptive relief permitting, among other things, the Fund, in general terms, to hire one or more sub-advisers and amend sub-advisory agreements without shareholder approval: Investment Company Act Rel. No. 30587 (July 1, 2013) and BNY Mellon Family of Funds (pub. avail. July 9, 2019)(the “BNY Letter”) (including compliance with the terms and conditions of the exemptive order granted to Carillon Series Trust, et al., Investment Company Act Rel. Nos. 33464 (May 2, 2019)(notice) and 33494 (May 29, 2019)(order) referenced in the BNY Letter).
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund Viii)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the Fund's investment portfolio, all on behalf of the Fund and consistent with the investment guidelines provided by the Manager to the Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing. To the extent Sub-Sub-Advisers (as defined below) are appointed to manage all or a portion of the Fund's assets, the Sub-Adviser
(i) shall allocate and reallocate the Fund's assets among the Sub-Sub-Advisers as the Sub-Adviser determines to be appropriate, (ii) recommend the termination of a Sub-Sub-Adviser when appropriate and (iii) monitor and evaluate each Sub-Sub-Adviser's performance and report to the Manager on the Sub-Sub-Adviser's performance periodically, but at least quarterly. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectivesobjective, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager or the Trust's Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Fund or the Manager will shall provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. If the Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager has a question about whether any proposed transaction with respect to the implementation Fund would be in compliance with such documentation, it may consult with the Manager, and the Manager will provide instructions upon which the Sub-Adviser may rely in purchasing and selling securities for the Fund. The Sub-Adviser is responsible for voting in respect of such programsecurities held in the Fund's portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser's proxy voting policy, a copy of which has been provided to the Manager. The Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and has the right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Manager, the Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that the Sub-Adviser determined in good faith that the commission assets or spread paid was reasonable in relation to the services providedinstruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein, which policies and procedures will become binding upon the Sub-Adviser upon delivery by the Fund or the Manager of written notice thereof to the Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager shall provide not less than sixty (60) days' written notice to the Sub-Adviser prior to adopting any policy or procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, Manager, the Manager or the Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and Commodity Futures Trading Commission ("CFTC"), (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activitiesactivities (provided that the parties hereto acknowledge that the Sub-Adviser is not a commodity pool operator or commodity trading adviser with respect to the Fund) and (iv) promptly notify the Manager and the Fund if the Sub-Adviser intends to engage in any derivative transactions on behalf of the Fund's portfolio);
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to the Fund's securities assets and other transactions for the Fund's investment portfolio as required under applicable law, the Fund's compliance policies and procedures (as communicated by the Fund or the Manager to the Sub-Adviser in writing) or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times (upon reasonable notice and during standard business hours) by the Manager or the Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will use commercially reasonable efforts to monitor events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Fund, and will use commercially reasonable efforts to notify the Manager, as promptly as practical, of any issuer-specific or market events or other situations of which it becomes aware (such as those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that it believes are likely to materially impact the pricing of one or more securities or other assets in the Fund's portfolio sub-advised by the Sub-Adviser. In addition, the Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 (File No. 333-141457) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary other accounts for which it has investment responsibilitiesresponsibilities under the Investment Advisers Act of 1940;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as requested required for registered investment advisers under applicable law or as otherwise reasonably agreed to by the parties and will prepare and furnish the Manager and will furnish Manager and Trustthe Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, Trust and By-laws, the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Trust’s Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's ’s securities transactions as required by law, the Fund’s compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and the Trust's ’s Board of Trustees such periodic and special reports as Manager or the Board or Manager of Trustees may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
(f) will be responsible for performing the creation of the proxy basket on a daily basis.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nushares ETF Trust)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N1A (File No. 811-22417) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-lawsBylaws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-lawsBylaws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions to brokers or dealers furnishing such services sold, as well as expenses incurred in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care conform in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Trust’s Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Trust’s Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 2042 of the Investment Advisers Act of 1940, as amended, or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Destra Investment Trust)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 (File No. 333-131194) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Strategic High Income Fund Ii)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of each Fund, except for Nuveen Global Value Fund, the FundSub-Adviser shall provide services only with respect to the assets of the Fund allocated to international investments. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the each Trust, will monitor the each Fund's ’s investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the each Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the each Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the each Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject Commencing on the relevant Start Date, and subject always to the supervision of Trust's Board of Trustees and the ManagerSponsor, Commodity Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fundfutures contracts, forward contracts, options contracts, swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s effective registration statement (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its duties, Commodity Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will select and monitor the Fund's investments, ’s investments in Commodity Interests and will comply with the provisions of Trust's Declaration of the Fund’s Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 30 days prior to effectiveness), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Commodity Sub-Adviser has been notified in writing of the Fundsuch amendments at least 30 days prior to effectiveness). Manager Sponsor will provide Commodity Sub-Adviser with current copies of the Trust's Declaration of Trust, By-lawsFund’s organizational documents, prospectus and any amendments thereto, and any objectiveswritten objectives (as contained in the investment guidelines, policies if any), policies, procedures or limitations not appearing therein as they may be relevant to Commodity Sub-Adviser's ’s performance under this Agreement, all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 30 days prior to effectiveness or Start Date. Commodity Sub-Adviser and Manager Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Commodity Sub-Adviser will report to the Board of Trustees and to Manager Sponsor with respect to Commodity Sub-Adviser’s services hereunder. All commissions and expenses arising from the implementation trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s account with its clearing broker(s). If requested by Commodity Sub-Adviser, Sponsor shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser as the Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. All trades for the account of the Fund directed by Commodity Sub-Adviser shall be made through such programclearing broker or brokers as agreed between Sponsor and Commodity Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute on behalf of the Fund “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Sub-Adviser will provide Sponsor and the Fund on a quarterly basis with a list of the executing brokers or floor brokers Commodity Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundthen using, and is directed to use its best efforts to obtain best executionSponsor may, which includes most favorable net results and execution within 5 days of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities list after consultation with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Commodity Sub-Adviser, object to the use of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund would be benefited by supplemental servicesand its investors, the and Commodity Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Fund. Any over-the-counter contracts in excess of spreads or commissions which another Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or dealer may charge for the same transactionits affiliates, provided that the as agreed upon between Commodity Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Sponsor. The Commodity Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Trust such information relating to transactions for the Fund as they may reasonably requestSponsor. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Commodity Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the Securities and Exchange United States Commodity Futures Trading Commission (the “CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental or self-regulatory authority pertaining to its investment commodity trading advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Sponsor and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees Sponsor on a regular basis at reasonable times the management of the Fund’s Commodity Interests, including, without limitation, review of the general investment strategies of the Fund with respect to Commodity Sub-Adviser’s management of the Fund, ’s Commodity Interests and the performance of the Fund Fund’s Commodity Interests in relation to standard industry indices and passively managed commodity index tracking funds and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by ManagerXxxxxxx;
(d) will not, without the prior written approval of Sponsor, materially deviate or change the Fund’s guidelines governing diversification, concentration and portfolio rebalancing of the Fund’s investments in individual commodities and commodity groups;
(e) will monitor the pricing of the Fund’s Commodity Interests, and events relating to the commodity markets in which the Fund trades, and will notify Sponsor as soon as it is reasonably able of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Fund’s Commodity Interests. In addition, Commodity Sub-Adviser will assist Sponsor in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets; and
(df) will prepare such books and records with respect to the Fund's securities transactions ’s Commodity Interests as reasonably requested by the Manager Sponsor and will furnish Manager and Trust's Board of Trustees Sponsor such periodic and special reports as the Board or Manager Sponsor may reasonably request.
Appears in 1 contract
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and (the Manager“Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund, all on behalf of ’s investment portfolio allocated to the FundSub-Adviser by Manager or its delegate. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the portion of each Fund's investments’s investment portfolio allocated to it, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, each as amended from time to timetime (the “Trust Documents”), and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration Trust Documents, each Fund’s prospectus and Statement of Trust, By-laws, prospectus Additional Information and any amendments thereto, and any objectives, policies or limitations restrictions not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such programits investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's the Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds’ securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust V)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, have discretionary authority to make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will not be responsible for voting proxies relating to securities in which assets of the Fund’s investment portfolio are invested, or for maintaining any records detailing such votes. The Sub-Adviser shall not be responsible for any other corporate actions relating to the Account, including administrative filings, such as proofs or claims in class actions. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act. The Advisor shall not be responsible for any loss caused by any act or omission of any broker/dealer; provided, however, that with respect to those broker/dealers that have been selected by the Advisor, the Advisor has acted prudently in the selection of such broker/dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will use its best efforts to notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day), of which the Sub-Adviser becomes aware, that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as reasonably requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Access Capital Strategies Community Investment Fund Inc/Ma)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the ManagerSponsor, Commodity Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fundfutures contracts, forward contracts, options contracts, swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s effective registration statement (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its duties, Commodity Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will select and monitor the Fund's investments, ’s investments in Commodity Interests and will comply with the provisions of Trust's Declaration of the Fund’s Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 90 days prior to effectiveness), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Commodity Sub-Adviser has been notified in writing of the Fundsuch amendments at least 90 days prior to effectiveness). Manager Sponsor will provide Commodity Sub-Adviser with current copies of the Trust's Declaration of Trust, By-lawsFund’s organizational documents, prospectus and any amendments thereto, and any objectiveswritten objectives (as contained in the investment guidelines, policies if any), policies, procedures or limitations not appearing therein as they may be relevant to Commodity Sub-Adviser's ’s performance under this Agreement, all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 90 days prior to effectiveness. Commodity Sub-Adviser and Manager Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Commodity Sub-Adviser will report to the Board of Trustees and to Manager Sponsor with respect to Commodity Sub-Adviser’s services hereunder. All commissions and expenses arising from the implementation trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s account with its clearing broker(s). If requested by Commodity Sub-Adviser, Sponsor shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser as the Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. All trades for the account of the Fund directed by Commodity Sub-Adviser shall be made through such programclearing broker or brokers as agreed between Sponsor and Commodity Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute on behalf of the Fund “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Sub-Adviser will provide Sponsor and the Fund on a quarterly basis with a list of the executing brokers or floor brokers Commodity Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundthen using, and is directed to use its best efforts to obtain best executionSponsor may, which includes most favorable net results and execution within 5 days of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities list after consultation with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Commodity Sub-Adviser, object to the use of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund would be benefited by supplemental servicesand its investors, the and Commodity Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Fund. Any over-the-counter contracts in excess of spreads or commissions which another Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or dealer may charge for the same transactionits affiliates, provided that the as agreed upon between Commodity Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Sponsor. The Commodity Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Trust such information relating to transactions for the Fund as they may reasonably requestSponsor. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Commodity Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the Securities and Exchange United States Commodity Futures Trading Commission (the “CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental or self-regulatory authority pertaining to its investment commodity trading advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Sponsor and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees Sponsor on a regular basis at reasonable times the management of the Fund’s Commodity Interests, including, without limitation, review of the general investment strategies of the Fund with respect to Commodity Sub-Adviser’s management of the Fund, ’s Commodity Interests and the performance of the Fund Fund’s Commodity Interests in relation to standard industry indices and passively managed commodity index tracking funds and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by ManagerSponsor;
(d) will not, without the prior written approval of Sponsor, materially deviate or change the Fund’s guidelines governing diversification, concentration and portfolio rebalancing of the Fund’s investments in individual commodities and commodity groups;
(e) will monitor the pricing of the Fund’s Commodity Interests, and events relating to the commodity markets in which the Fund trades, and will notify Sponsor as soon as it is reasonably able of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Fund’s Commodity Interests. In addition, Commodity Sub-Adviser will assist Sponsor in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets; and
(df) will prepare such books and records with respect to the Fund's securities transactions ’s Commodity Interests as reasonably requested by the Manager Sponsor and will furnish Manager and Trust's Board of Trustees Sponsor such periodic and special reports as the Board or Manager Sponsor may reasonably request.
Appears in 1 contract
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent registration statement as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction transaction, execution capabilities, speed, financing and research or other services provided. The Sub-Adviser is authorized to enter into repurchase agreements on behalf of the Fund, subject to any applicable policies and procedures adopted by the Board of Trustees for the Fund. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other funds and accounts managed by Sub-Adviser or its affiliates, if the purchase of the particular security is consistent with the investment objectives and guidelines of each fund and account participating in the aggregated order and if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in the best price and execution for each fund and account participating in the aggregated order, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly promptly forward to the Manager all proxies it receives which are solicited by or with respect to the issuers of securities in the Fund's investment portfolio. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such reasonable times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Interim Investment Sub Advisory Agreement (First Trust/Fidac Mortgage Income Fund)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund allocated to the Sub-Adviser by the Manager, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the Fund's investment portfolio allocated to it by the Manager, all on behalf of the Fund and consistent with the Fund's currently effective registration statement on Form N-1A as the same and such investment policies applicable to the Sub-Adviser's portion of the Fund's portfolio described therein may be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments selected for the Fund by the Sub-Adviser, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio (including the asset class of the Fund. Manager will provide 's investment portfolio) allocated to the Sub-Adviser with current copies from time to time, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or Fund's Board of Trustees may communicate to the Trust's Declaration of Trust, BySub-laws, prospectus and any amendments theretoAdviser in writing, and (iii) any changes to the objectives, policies policies, restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser's performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund applicable to the portion of the portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. For the avoidance of doubt, the Sub-Adviser will report to not be responsible for compliance with the Board of Trustees Fund's investment objectives, policies and to Manager restrictions with respect to assets of the implementation Fund's portfolio not allocated to the Sub-Adviser or for the investment program or services provided by any other sub-adviser to the Fund. The Fund or the Manager shall provide the Sub-Adviser with current copies of such programthe Trust's Declaration of Trust, By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Unless otherwise provided by the Manager, the Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner as determined in Sub-Adviser's reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or instruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 0000 Xxx) and the Fund's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Manager shall provide reasonable advance notice to the Sub-Adviser of such policies and procedures and any amendments thereto. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund that are relevant to the portion of the portfolio allocated to the Sub-Adviser and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund's portfolio allocated to the Sub-Adviser, the performance of the Fund Fund's investment portfolio allocated to the Sub-Adviser in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to the Fund's securities assets and other transactions for the Fund's investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund's compliance policies and procedures (but only upon notice to the Sub-Adviser) or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. For avoidance of doubt, the Sub-Adviser will have no responsibility for the maintenance of Fund records except insofar as it relates to the services the Sub-Adviser provides to the Fund. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times by the Manager or Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio assets, and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Fund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Sub-Adviser's portion of the portfolio. In addition, the Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv)
Services to be Performed. Subject always a. SSGA FM will recommend to the supervision Trustees of Trust's Board each Fund (the "Trustees") certain individuals to fill the positions of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect ofSecretary and, make investment decisions forif the Trustees so desire, Assistant Secretary and place all orders for the purchase and sale of securities for the Fund, all on behalf other officers of the Fund. Upon receipt of such recommendations the Trustees will vote upon the appointment of such individuals to the positions for which they were recommended; and will advise SSGA FM as to whether or not they have been so appointed.
b. Subject to the oversight and supervision of the Trustees, and subject to Section 2(g) of this Agreement with respect to any Fund advised by a sub-adviser, SSGA FM agrees to provide a continuous investment program for each Fund's assets, and will manage the investment and reinvestment of all the assets in the Fund from time to time (including any income earned thereon and increments in the value thereof). Among other things, SSGA FM shall be responsible for all investment decisions regarding purchases and sales of securities and other property, the retention of securities, and the retention of uninvested cash. In performing the aforesaid services to a Fund, SSGA FM shall comply with all investment policies of the Fund in effect from time to time and such general guidance, policies and instructions as the Trustees may additionally establish. SSGA FM shall, in addition, make recommendations as and when requested by the Trustees with respect to the adoption or modification of investment policies and each Fund's objective.
c. Unless a Fund gives written instructions to the contrary, SSGA FM shall vote or not vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. SSGA FM shall use its best good faith judgment to vote or not vote such proxies in a manner which best serves the interests of a Fund's unitholders. Each Fund has received and reviewed the proxy guidelines of SSGA FM, which indicate how SSGA FM will vote.
d. Subject to the supervision and direction of the Trustees, SSGA FM, as administrator, will furnish each Fund with, or cause it to be furnished with, statistical and research data, clerical help and accounting, data processing, bookkeeping, internal auditing services and certain other services required by the Fund. Without limiting the generality of the foregoing, SSGA FM will, for each Fund:
i. prepare and distribute, or cause the Fund to prepare and distribute, all Fund profiles, supplemental information documents and reports, including reports to the unitholders, and such other documents or reports which are required by Federal and state regulatory authorities, as well as any other reports specifically requested by the Trustees from time to time;
ii. maintain, or cause the Fund to maintain, the records of all security transactions of the Fund required to be maintained by applicable law or as requested by the Trustees;
iii. cooperate with the independent public accountants retained by the Trustees in their examination of the Fund and will cooperate in any inspection of the accounts and records by the Trustees;
iv. compute, or cause the Fund to compute, the net asset value for the Fund in accordance with the Fund's organizational documents (referred to herein as the "Trust Agreement") and the appendix to the General Electric Retirement Savings Plan entitled "Rules of the Funds" (the "Rules of the Funds");
v. prepare, or cause the Fund to prepare, such reports to, and filings with Federal, state or local governmental authorities, including tax returns, as may be required by applicable law or as requested by the Trustees;
vi. submit periodically to the Trustees, or cause the Fund to submit periodically to the Trustees, written reports covering fund transactions, the results of the Fund's operations, the assets and financial condition of the Fund, and such other information in such form and at such times as the Trustees may reasonably request; and
vii. be responsible for causing the Fund to effect adequate routines to collect, receive and deposit all income of the Fund and other payments to the Fund, including stock dividends, rights, warrants and similar items, but excluding payments associated with subscriptions and redemptions.
e. SSGA FM will keep each Fund and its respective Boards informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund and its respective Boards from time to time with whatever information SSGA FM believes is appropriate for this purpose.
f. SSGA FM, in the performance of its dutiesduties and obligations under this Agreement, Sub-Adviser will satisfy its fiduciary duties shall act in conformity with the certain documents relating to the Trust, will monitor the Fund's investments, and will comply with the provisions of Trust's Declaration of Trust and By-lawsFunds, as amended and including but not limited to: the Trust Agreement, the Rules of the Funds, any disclosure statement relating to the Fund, including the Funds' consolidated profile and supplemental information document (together with the Rules of the Funds, the "Fund Disclosure Documents"), any exemptive applications, notices and orders on which a Fund relies at the time, and with any instructions and directions of the Trustees.
g. SSGA FM may from time to time, in its discretion and with the stated investment objectives, policies and restrictions approval of the Fund. Manager will provide Sub-Adviser with current copies Trustees, delegate certain of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance its investment advisory responsibilities under this Agreement. Sub-Adviser and Manager will each make its officers and employees available Agreement in respect of either Fund to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers one or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchangemore qualified companies (each, a broker or a dealer a commission for effecting a securities transaction for "sub-adviser"), each of which is registered under the Trust in excess Investment Advisers Act of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust1940, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transactionamended, provided that the Subseparate costs of employing such sub-Adviser determined advisers and of the sub-advisers themselves are borne by SSGA FM or the sub-advisers and not by the Fund in good faith that question. Unless the commission Board specifies otherwise in connection with its approval of any such delegation or spread paid was reasonable unless any agreement pursuant to which such delegation is effected specifies otherwise, (i) the obligation of SSGA FM in relation respect of the activities of any such sub-adviser shall be to provide to the services provided. The Sub-Adviser will properly communicate Trustees its recommendation as to the officers and trustees selection of the Trust sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, and to oversee generally the performance by such information relating sub-adviser of its obligations to transactions for the Fund as they in question over time (which oversight may reasonably request. In no instance include periodic review of policies and procedures of the sub-adviser but will portfolio securities be purchased from not include approval of or sold responsibility for specific investment decisions by the sub-adviser) and to report to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except Trustees periodically as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations its evaluation of the Securities performance of such sub-adviser and Exchange Commission in all material respects as to the nature and in addition will conduct its activities under this Agreement scope of such general oversight, in accordance with the standard of care set out in Section 8 below, and (ii) assuming compliance by SSGA FM with its obligations under clause (i), SSGA FM shall not be responsible or have any applicable regulations liability for any investment decision or any other act or omission on the part of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to sub-adviser, including without limitation any error or mistake of judgment on the Board of Trustees part of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's securities transactions as requested sub-adviser or failure by the Manager and will furnish Manager and Trust's Board sub-adviser to comply with any policies, procedures, guidelines, or objectives of Trustees such periodic and special reports as the Board or Manager may reasonably requestany Fund.
Appears in 1 contract
Samples: Investment Advisory Agreement (General Electric RSP U.S. Equity Fund)
Services to be Performed. Subject always to the supervision of Manager and the Trust's ’s Board of Trustees and (the Manager“Board”), Sub-Adviser will is authorized to furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of (i) futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) and (ii) U.S. government securities, other short-term, high grade fixed income securities and cash equivalents that serve to collateralize the Commodity Interests (“Collateral Assets,” and together with Commodity Interests, “Investments”) for the portion of each Fund, all on behalf of the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will select and monitor the each Fund's investments’s Investments, and will comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, each as amended from time to timetime (the “Trust Documents”), and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration Trust Documents, each Fund’s prospectus and Statement of Trust, By-laws, prospectus Additional Information and any amendments thereto, and any objectives, policies or limitations restrictions not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fund. All commissions and expenses arising from Sub-Adviser’s trading of Commodity Interests on behalf of a Fund shall be charged to the applicable Fund’s account with its clearing broker(s). Manager shall deliver to Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Sub-Adviser as the Funds’ agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Funds. All trades in Commodity Interests for the accounts of the Funds directed by Sub-Adviser shall be made through such programclearing broker(s) as Manager directs. Notwithstanding the foregoing, Sub-Adviser may place orders for transactions in Commodity Interests for the Funds through executing brokers or floor brokers selected by Sub-Adviser and may execute on behalf of the Funds “give-up” agreements with such executing brokers or floor brokers where necessary; provided that (i) Sub-Adviser will use its best efforts to obtain best execution of each Fund’s transactions and (ii) Sub-Adviser will provide Manager and the Funds on a quarterly basis with a list of the executing brokers or floor brokers Sub-Adviser is then using, and Manager may, within 5 days of receiving such list after consultation with Sub-Adviser, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Funds and their investors, and Sub-Adviser shall cease using such broker on behalf of the Funds. Any over-the-counter contracts in Commodity Interests transacted for the Funds’ accounts will be effected through the clearing broker or its affiliates, as agreed upon between Sub-Adviser and Manager. Sub-Adviser from time to time may select other dealers through which any such contracts will be traded, with the prior written consent of Manager. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities Collateral Assets for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the a Fund, or be in breach of any obligation owing to the Trust or the a Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities Collateral Asset transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Manager such information relating to Collateral Asset transactions for the each Fund as they it may reasonably request. In no instance will portfolio securities Collateral Assets for a Fund be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustCompany, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for the Company’s Collateral Asset transactions on the basis of sales by such brokers or dealers of any investment company advised by the Manager. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and the Commodity Futures Trading Commission (“CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's securities transactions ’s Investments as requested by the Manager and will furnish Manager and Trust's the Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and
(e) will monitor the pricing of the Funds’ Investments, and events relating to and the markets in which the Funds trade, and will notify Manager promptly of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Funds’ Commodity Interests may primarily trade but before the time at which the Funds’ Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Funds’ Investments. In addition, upon the request of Manager, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected Investments. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds’ custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust V)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives and restrictions of the Fund described therein and as they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; . Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
d) will monitor the pricing of option contracts each day on which the Fund calculates a net asset value, to determine whether market movements between 4:00 p.m. and 4:15 p.m. indicate that it is necessary for the Fund to determine a fair value of such option contracts and will promptly notify the Manager of such evaluation provided that, this provision is not intended to limit the Sub-Adviser’s responsibility to promptly notify the Manager of market or security-specific events that have come to the attention of the Sub-Adviser, that could call into question the validity of the pricing of one or more securities in the Fund’s portfolio; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as reasonably requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen S&P 500 BuyWrite Income Fund)
Services to be Performed. (a) Subject always to the supervision of the Trust's ’s Board of Trustees (the “Board of Trustees” or the “Board”) and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the each Fund’s investment portfolio, all on behalf of such Fund and also as described in the Fund’s most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of only the assets which the Manager allocates to the Sub-Adviser for management under this Agreement, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom there being no minimum or maximum percentage of the Fund’s assets to be allocated to the Sub-Adviser from time to time hereunder. In the performance of its dutiesduties with regard to the assets allocated to the Sub-Adviser, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Trusteach Fund, will (b) monitor the each Fund's investments’s investments or other instruments, and will (c) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by a Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the stated respective investment objectivesobjective(s), policies and restrictions stated in the applicable Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund. Manager will provide or the Trust’s Board of Trustees may communicate to the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments theretoin writing, and (iii) any changes to the objectives, policies policies, restrictions or limitations not appearing therein instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser's performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the Fund Funds and to consult with each other regarding the investment affairs of the Funds. Each Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to the Sub-Adviser’s performance under this Agreement. Each Fund’s prospectus, each Fund’s statement of additional information and any amendments thereto are made available on such Fund’s public website.
(b) Unless otherwise agreed to with the Manager or the Board of Trustees, the Sub-Adviser shall have no right or responsibility for voting in respect of securities held in a Fund’s portfolio, it being understood that the Manager shall have such right and responsibility unless reserved by a Fund or another party designated by the Board of Trustees. Notwithstanding the foregoing, the Sub-Adviser will report to advise the Board of Trustees and to Manager and/or the Fund and/or other designated party, as applicable, upon request, with respect to proxies and other corporate actions regarding securities or other assets in a Fund in sufficient time to permit the implementation of Manager, the Fund or other designated party, as applicable, to take appropriate action with respect to such program. Sub-Adviser is authorized to select portfolio investments.
(c) The Manager will select, and enter into agreements with, the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the FundFunds. Notwithstanding the foregoing, if and to the extent the Sub-Adviser is specifically authorized and directed by the Manager, the Sub-Adviser may undertake such activities on behalf of one or more Funds. If the Manager specifically authorizes and directs the Sub-Adviser to undertake such activities on behalf of one or more Funds, subject to the specific parameters of the Manager’s authorization and direction, the following provisions of this Section 2(c) will apply solely with respect to such Fund or Funds: The Sub-Adviser is authorized to select, in consultation with the Manager, and enter into agreements with, the brokers, dealers, futures commission merchants, banks or any other agent or counterparty that will execute the purchases and sales of portfolio investments for the Funds, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Fund’s orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the respective Fund and to the extent permitted by and in conformance with applicable law (including, Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of a Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to such Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among such Fund and other accounts in a fair and equitable manner. Nevertheless, the Funds and the Manager acknowledge that under some circumstances, such allocation may adversely affect a Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that the Sub-Adviser determined in good faith that the commission assets or spread paid was reasonable in relation to the services providedinstruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between any Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. A Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of such Fund’s portfolio transactions provided herein. The Manager agrees to notify the Sub-Adviser promptly of any such changes to policies and procedures in writing.
(d) For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the “First Trust Fund Complex”) or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a fund’s portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of a fund’s portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof.
(e) The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the Fund Fund, as they may reasonably request. In no instance will any Fund’s portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers.
(f) The Sub-Adviser further agrees that it:
(ai) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(bii) will (A) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission and any other applicable regulatory authority, (B) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Funds and communicated to the Sub-Adviser in writing, and (C) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities and commodity trading advisory activities;
(ciii) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds’ investment portfolios in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(div) will prepare and maintain such books and records with respect to its services under this Agreement, including records of all recommendations for each Fund’s investment portfolio made during its performance of services pursuant to this Agreement, and all such other records as required for registered investment advisers performing such services under applicable law, the Fund's securities transactions Funds’ compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. Such records shall be open to inspection at all reasonable times by the Manager or the Funds and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the respective Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or such Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the relevant Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940, as amended, or other applicable law; and
(v) will monitor the pricing of portfolio assets, and events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Funds, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the respective Fund’s investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the Fund’s portfolio. In addition, the Sub-Adviser will at the Manager’s request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund Viii)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees (the "Board of Trustees" or the "Board") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2 (File No. 333-186412), and as the same and such investment policies described therein may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with any other First Trust Fund complex sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law, the Fund's policies and procedures or as otherwise requested by the Manager or the Board and will prepare and furnish the Manager and Trustthe Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will at the Manager's request assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Intermediate Duration Preferred & Income Fund)
Services to be Performed. Subject always to the supervision of Trust's Manager and the Trusts Board of Trustees and (the ManagerBoard ), Sub-Sub- Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf portion of the Fundeach Funds investment portfolio allocated by Manager to Sub- Adviser. In the performance of its duties, Sub-Sub- Adviser will satisfy its fiduciary duties to the Trust, will monitor the Fund's each Funds investments, and will comply with the provisions of Trust's the Trusts Declaration of Trust and By-laws, each as amended from time to timetime (the Trust Documents ), and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration Trust Documents, each Funds prospectus and Statement of Trust, By-laws, prospectus Additional Information and any amendments thereto, and any objectives, policies or limitations restrictions not appearing therein as they may be relevant to Sub-Adviser's Advisers performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such programits investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's each Funds orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's Advisers overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined determines in good faith that the commission or spread paid was is reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, Manager or Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the Fund's each Funds securities transactions as requested by the Manager and will furnish Manager and Trust's the Board of Trustees such periodic and special reports as Manager or the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Funds securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Advisers portion of the portfolio. In addition, upon the request of Manager, Sub- Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by the Funds, the Funds custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Advisers gross negligence.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Multistate Trust Ii /Ma/)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's investments, and will comply with the provisions of Trust's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the each Fund's securities transactions as requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees (the “Board of Trustees”) and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the FundFund as such objectives, policies and restrictions may subsequently be changed by the Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each and consistent with the Sub-Adviser’s fiduciary obligations to the Fund, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees or the Trust’s Chief Compliance Officer (as determined under the Fund’s compliance policies) has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no No instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and comply in addition all material respects with all policies and procedures adopted by the Board of Trustees and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund or promptly destroy any such records upon the reasonable request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940, as amended, the Sub-Adviser’s internal recordkeeping policies and procedures, or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Destra Investment Trust)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. The Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund initiated by the Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers markets on or dealers that in which the transactions will execute be executed. In placing orders for the purchases sale and sales purchase of portfolio securities for the Fund, and is directed the Sub-Adviser's primary responsibility shall be to use its seek the best efforts execution of orders at the most favorable prices. However, this responsibility shall not obligate the Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution, which includes most favorable net results " market price on the particular transaction and execution determines in good faith that the commission cost is reasonable in relation to the value of the Trustbrokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Sub-Adviser, viewed in terms of either that particular transaction or of the Sub-Adviser's orders, taking into account all appropriate factorsoverall responsibilities with respect to its clients, including pricethe Fund, dealer spread as to which the Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or commission, size exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. Subject to compliance and difficulty procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the transaction and research 1940 Act), the Sub-Adviser may select brokers or other services provideddealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In additionThe Sub-Adviser has adopted Best Execution policies and procedures which detail the factors considered in brokerage selection. Notwithstanding the foregoing, if in the judgment selection of brokers or dealers to execute portfolio transactions for the Fund will be made by the Sub-Adviser in a manner consistent with its fiduciary duties and applicable law. Portfolio transactions for the Fund will generally be completed independently of transactions of other Sub-Adviser's clients, except when the Sub-Adviser is in the position of buying or selling the same security for a number of its clients (including the Fund) at approximately the same time. Because of market fluctuations, the Fund would be benefited by supplemental servicesprices obtained on such transactions within a single day may vary substantially. In order to avoid having clients receive different prices for the same security on the same day, the Sub-Adviser is authorized endeavors, when possible, to pay spreads use an "averaging" procedure. Under this procedure, purchases or commissions to brokers or dealers furnishing such services in excess sales of spreads or commissions which another broker or dealer may charge a particular security for the same transaction, provided that Fund will at times be combined or "batched" with purchases or sales for other advisory clients by the Sub-Adviser determined unless the Fund has expressly directed otherwise. Such batched trades may be used to facilitate best execution, including negotiating more favorable prices, obtaining more timely or equitable execution or reducing overall commission charges. In such cases, the price shown on confirmations of the Fund's purchases or sales will be the average execution price on all of the purchases and sales that are aggregated for this purpose. Allocation of securities so sold or purchases, as well as the expenses incurred in good faith that the commission or spread paid was reasonable transaction, will be made by the Sub-Adviser in relation the manner the Sub- Adviser considers to be the most equitable and consistent with its fiduciary obligations to the services providedFund and to such other clients. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; applicable law. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and comply in addition all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager and the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust/Aberdeen Emerging Opportunity Fund)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's investments, and will comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust (as reasonably requested) and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) will prepare such books and records with respect to the each Fund's securities transactions as required by law, the Funds' compliance policies and procedures or as reasonably requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Funds, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund's securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Funds and in determining a recommended fair value of the affected security or securities.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust Ii)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders through the Manager for the purchase and sale of securities and other assets for the respective Fund's investment portfolio, all on behalf of such Fund and consistent with the Fund's currently effective registration statement on Form N-1A as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments selected for the respective Fund by the Sub-Adviser, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust's Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing, and (e) assist in the valuation of portfolio assets held by the respective Fund as requested by the Manager or the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of the applicable Fund and to consult with each other regarding the investment affairs of the such Fund. Each Fund or the Manager shall provide the Sub-Adviser will report with current copies of the Trust's Declaration of Trust, the Trust's By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Unless otherwise approved by the Board of Trustees and to Manager with respect to the implementation of such program. Manager, the Sub-Adviser is authorized shall have no authority to select the brokers or dealers that will execute or otherwise place orders for the execution of the purchases and sales of portfolio securities for investments on behalf of the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between a Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the a Fund as they may reasonably request. In no instance will a Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, Manager, the Manager or the Sub-Adviser, except as may be permitted under the 1940 Act; . For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund Complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for a Fund or any fund in the First Trust Fund Complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, the Commodity Futures Trading Commission ("CFTC") and any other applicable regulatory authority, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Trust and communicated to the Sub-Adviser in writing, and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the respective Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to a Fund's assets and other transactions for the Fund's securities transactions investment portfolio as required for registered investment advisers performing such services under applicable law, the Fund's compliance policies and procedures or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board of Trustees or the Manager may reasonably request. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times by the Manager or the Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to such Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940 or other applicable law; and
(e) will monitor events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of a Fund, and will notify the Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that may materially impact the pricing of one or more securities or other assets in the portfolio. In addition, the Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of a Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund III)
Services to be Performed. Subject always to the supervision of the Trust's Board of Trustees (the "Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the Fund's investment portfolio, all on behalf of the Fund and consistent with the investment guidelines provided by the Manager to the Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing. To the extent Sub-Sub-Advisers (as defined below) are appointed to manage all or a portion of the Fund's assets, the Sub-Adviser
(i) shall allocate and reallocate the Fund's assets among the Sub-Sub-Advisers as the Sub-Adviser determines to be appropriate, (ii) recommend the termination of a Sub-Sub-Adviser when appropriate and (iii) monitor and evaluate each Sub-Sub-Adviser's performance and report to the Manager on the Sub-Sub-Adviser's performance periodically, but at least quarterly. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments or other instruments, and will (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the stated investment objectivesobjective, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager or the Trust's Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Fund or the Manager will shall provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. If the Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager has a question about whether any proposed transaction with respect to the implementation Fund would be in compliance with such documentation, it may consult with the Manager, and the Manager will provide instructions upon which the Sub-Adviser may rely in purchasing and selling securities for the Fund. The Sub-Adviser is responsible for voting in respect of such programsecurities held in the Fund's portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser's proxy voting policy, a copy of which has been provided to the Manager. The Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and has the right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Manager, the Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities, provided that the Sub-Adviser determined in good faith that the commission assets or spread paid was reasonable in relation to the services providedinstruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein, which policies and procedures will become binding upon the Sub-Adviser upon delivery by the Fund or the Manager of written notice thereof to the Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager shall provide not less than sixty (60) days' written notice to the Sub-Adviser prior to adopting any policy or procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the Trust, Manager, the Manager or the Sub-Adviser, except as may be permitted under the 1940 Act; , and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and Commodity Futures Trading Commission ("CFTC"), (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory, commodity pool operator and commodity trading advisory activitiesactivities (provided that the parties hereto acknowledge that the Sub-Adviser is not a commodity pool operator or commodity trading adviser with respect to the Fund) and (iv) promptly notify the Manager and the Fund if the Sub-Adviser intends to engage in any derivative transactions on behalf of the Fund's portfolio);
(c) will report regularly to the Manager and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; andthe Manager or the Board of Trustees;
(d) will prepare and maintain such books and records with respect to the Fund's securities assets and other transactions for the Fund's investment portfolio as required under applicable law, the Fund's compliance policies and procedures (as communicated by the Fund or the Manager to the Sub-Adviser in writing) or as otherwise requested by the Manager or the Board of Trustees and will prepare and furnish the Manager and Trust's the Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. Such records prepared and maintained by the Sub-Adviser as required hereunder shall be open to inspection at all reasonable times (upon reasonable notice and during standard business hours) by the Manager or the Fund and any appropriate regulatory authorities. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and
(e) will use commercially reasonable efforts to monitor events relating to the issuers of those assets and the markets in which the securities or other assets trade in the ordinary course of managing the portfolio investments of the Fund, and will use commercially reasonable efforts to notify the Manager, as promptly as practical, of any issuer-specific or market events or other situations of which it becomes aware (such as those that may occur after the close of a foreign market in which the investments may primarily trade but before the time at which the Fund's investments are priced on a given day) that it believes are likely to materially impact the pricing of one or more securities or other assets in the Fund's portfolio sub-advised by the Sub-Adviser. In addition, the Sub-Adviser will at the Manager's request assist the Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected investment or investments.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund Iv)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission Commission, (ii) comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition will writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Interim Investment Sub Advisory Agreement (First Trust Active Dividend Income Fund)
Services to be Performed. Subject always to the supervision of Trust's ’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the each Fund, all on behalf of the each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the each Fund's ’s investments, and will comply with the provisions of Trust's ’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund. Manager will provide Sub-Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's ’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundFunds, or be in breach of any obligation owing to the Trust or the Fund Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the FundFunds, including, without limitation, review of the general investment strategies of the FundFunds, the performance of the Fund Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the each Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's ’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Investment Trust)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the ManagerSponsor, Commodity Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fundfutures contracts, forward contracts, options contracts, swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s effective registration statement (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its duties, Commodity Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will select and monitor the Fund's investments, ’s investments in Commodity Interests and will comply with the provisions of Trust's Declaration of the Fund’s Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 90 days prior to effectiveness), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Commodity Sub-Adviser has been notified in writing of the Fundsuch amendments at least 90 days prior to effectiveness). Manager Sponsor will provide Commodity Sub-Adviser with current copies of the Trust's Declaration of Trust, By-lawsFund’s organizational documents, prospectus and any amendments thereto, and any objectiveswritten objectives (as contained in the investment guidelines, policies if any), policies, procedures or limitations not appearing therein as they may be relevant to Commodity Sub-Adviser's ’s performance under this Agreement, all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 90 days prior to effectiveness. Commodity Sub-Adviser and Manager Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Commodity Sub-Adviser will report to the Board of Trustees and to Manager Sponsor with respect to Commodity Sub-Adviser’s services hereunder. All commissions and expenses arising from the implementation trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall, with the written agreement of Sponsor, be charged to the Fund’s account with its clearing broker(s). If requested by Commodity Sub-Adviser, Sponsor shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser as the Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. All trades for the account of the Fund directed by Commodity Sub-Adviser shall be made through such programclearing broker or brokers as agreed between Sponsor and Commodity Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute on behalf of the Fund “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Sub-Adviser will provide Sponsor and the Fund on a quarterly basis with a list of the executing brokers or floor brokers Commodity Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundthen using, and is directed to use its best efforts to obtain best executionSponsor may, which includes most favorable net results and execution within 5 days of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities list after consultation with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Commodity Sub-Adviser, object to the use of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund would be benefited by supplemental servicesand its investors, the and Commodity Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Fund. Any over-the-counter contracts in excess of spreads or commissions which another Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or dealer may charge for the same transactionits affiliates, provided that the as agreed upon between Commodity Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Sponsor. The Commodity Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Trust such information relating to transactions for the Fund as they may reasonably requestSponsor. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Commodity Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules rules and Regulations regulations of the Securities and Exchange United States Commodity Futures Trading Commission (the “CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental or self-regulatory authority pertaining to its investment commodity trading advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Sponsor and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees Sponsor on a regular basis at reasonable times the management of the Fund’s Commodity Interests, including, without limitation, review of the general investment strategies of the Fund with respect to Commodity Sub-Adviser’s management of the Fund, ’s Commodity Interests and the performance of the Fund Fund’s Commodity Interests in relation to standard industry indices and passively managed commodity index tracking funds and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by ManagerSponsor;
(d) will not, without the prior written approval of Sponsor, materially deviate or change the Fund’s guidelines governing diversification, concentration and portfolio rebalancing of the Fund’s investments in individual commodities and commodity groups;
(e) will monitor the pricing of the Fund’s Commodity Interests, and events relating to the commodity markets in which the Fund trades, and will notify Sponsor promptly of any market events or other situations that come to its attention (particularly those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Fund’s Commodity Interests. In addition, Commodity Sub-Adviser will assist Sponsor in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets; and
(df) will prepare such books and records with respect to the Fund's securities transactions ’s Commodity Interests as reasonably requested by the Manager Sponsor and will furnish Manager and Trust's Board of Trustees Sponsor such periodic and special reports as the Board or Manager Sponsor may reasonably request.
Appears in 1 contract
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub- Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub- Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub- Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and xxx Xxxx's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:.
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Interim Investment Sub Advisory Agreement (First Trust Enhanced Equity Income Fund)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 (File No. 333-124146) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Manager or its designee will vote all proxies solicited by supplemental services, or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedare invested. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund's policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:.
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub- Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Strategic High Income Fund)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(e) will prepare such books and records with respect to the Fund's ’s securities transactions as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Real Asset Income & Growth Fund)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will (i) conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission Commission, (ii) comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition will writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Active Dividend Income Fund)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investments’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any written objectives, policies policies, procedures or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all such proxies delivered to Sub-Adviser or Sub-Adviser’s designated proxy agent consistent with the Sub-Adviser’s proxy voting guidelines and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; . Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to the portion of the Fund’s portfolio allocated to the Sub-Adviser, the performance of the Fund Fund’s investment portfolio allocated to the Sub-Adviser in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager;
d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and
(de) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as reasonably requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.
f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund, if any, concerning transactions of the Fund in securities or other assets.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Multi-Asset Income Fund)
Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser Commodity Subadvisor will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) and securities for issued by the FundUnited States Department of the Treasury (“Collateral”), all on behalf of the Fund and as described in the Fund’s registration statement on Form S-1 as declared effective by the United States Securities and Exchange Commission (the “Registration Statement”), consistent with the investment objectives and restrictions of the Fund described therein. In the performance of its activities and duties, Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the TrustFund, will select and monitor on at least a daily basis the Fund's investments’s investments in Commodity Interests and Collateral, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-lawsTrust Agreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been provided with amendments), and the stated Fund’s investment objectives, policies and restrictions as disclosed in the Registration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent Commodity Subadvisor has been provided such amendments). Commodity Subadvisor acknowledges receipt of the Fund’s organizational documents, prospectus and amendments thereto as of the date hereof. All commissions and expenses arising from the trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s account with its clearing broker(s). Manager shall deliver to Commodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests and Collateral on behalf of the Fund. Manager Commodity Subadvisor may place orders for Commodity Interest transactions and purchases and sales of Collateral for the Fund through broker/dealers and futures commission merchants (“FCMs”) selected by Commodity Subadvisor; provided that Commodity Subadvisor will provide Sub-Adviser Manager and the Fund on a quarterly basis (or more frequently as reasonably requested by Manager) with current copies a list of the Trust's Declaration broker/dealers and FCMs Commodity Subadvisor is then using (as of Trustthe date hereof, By-laws, prospectus and any amendments theretothe initial list is set forth on Exhibit A hereto), and any objectivesManager may, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make after receiving such list, object in its officers and employees available sole discretion to the use of one or more broker/dealers or FCMs due to, among other from time reasons, a reasonable belief by Manager that the use of such broker/dealer(s) or FCM(s) would be detrimental to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs its investors, and Commodity Subadvisor shall cease using such broker/dealers or FCMs on behalf of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to Commodity Subadvisor shall use its best commercially reasonable efforts to obtain a combination of best price and execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, and the size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities a Commodity Interest or Collateral be purchased from the Fund or sold by the Fund to the Manager, Sub-Adviser Commodity Subadvisor or any affiliated person of either the Trust, Manager, Fund or Sub-AdviserCommodity Subadvisor, except as may be permitted under with the 1940 Act; Sub-Adviser written consent of the Manager. Commodity Subadvisor further agrees that it:
(a) Will exercise its commercially reasonable judgment and will act in good faith and use the same degree of skill and reasonable care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilitiesperforming the activities and duties hereunder;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will Will conduct its activities and duties under this Agreement in accordance with with, and consistent with, any applicable laws, regulations and governmental or self-regulatory authority including, without limitation, all applicable rules and regulations of any governmental authority pertaining to its investment advisory activitiesthe United States Commodity Futures Trading Commission (the “CFTC”), in all material respects;
(c) will Will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund’s Commodity Interests and Collateral, including, without limitation, review of the general investment strategies of the Fund with respect to Commodity Subadvisor’s management of the Fund’s Commodity Interests and Collateral, and the performance of the Fund Fund’s Commodity Interests and Collateral in relation to standard industry indices and passively managed commodity index tracking funds and general conditions affecting the marketplace marketplace, and will provide various other reports from time to time as reasonably requested by Manager; and;
(d) Will submit such reports or information as the Manager may reasonably request to assist the Fund’s custodian, administrator, accounting agent, transfer agent and/or independent public accountants (and all other agents, representatives and service providers to the Fund or the Manager) in the performance of their activities or duties, cooperate with such persons, take action to make information in the Commodity Subadvisor’s possession available to such persons for the performance of their activities or duties and requests made in connection therewith, and establish and maintain appropriate operational structure and programs, procedures and interfaces with such persons so as to promote the efficient exchange of information and compliance with applicable law and regulation, and the investment strategies, guidelines and other restrictions and policies of the Fund;
e) Will reasonably assist in the preparation of periodic reports by the Fund to its limited owners and to meet other regulatory or tax requirements applicable to the Fund;
f) Will reasonably cooperate with any third-party audit arranged by the Manager or the Fund to evaluate the effectiveness of compliance controls;
g) Will not, without the prior written approval of Manager, materially deviate or change the Fund’s investment strategies, guidelines and other restrictions and policies;
h) Will monitor the pricing of the Fund’s Commodity Interests and Collateral, and events relating to the commodity markets in which the Fund trades or applicable securities markets, and will notify Manager promptly of any market events or other situations that come to Commodity Subadvisor’s attention (particularly those that may occur after the close of a foreign market in which the Fund’s Commodity Interests may primarily trade but before the time at which the Fund’s Commodity Interests are priced on a given day) that may materially impact the pricing of one or more of the Fund’s Commodity Interests or Collateral. In addition, Commodity Subadvisor will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected asset or assets;
i) Other than with respect to the preparation of books and records typically produced by others (such as by FCMs, custodians and broker/dealers), will prepare such books and records with respect to the Fund's securities transactions ’s Commodity Interests and Collateral as reasonably requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports and certifications as the Board or Manager may reasonably request;
j) Will promptly notify the Fund and the Manager of any material fact known to the Commodity Subadvisor respecting or relating to the Commodity Subadvisor or the Fund that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; and
k) Will promptly notify the Manager and the Fund of any actual or expected change of control for the Commodity Subadvisor, and of any changes to executive officers, members or key personnel of the Commodity Subadvisor including, without limitation, personnel who are portfolio manager(s) with respect to the Fund.
l) Will obtain and maintain at its sole expense errors and omission insurance in a reasonable scope and amount. For as long as the net value of the Fund’s assets calculated in the manner set forth in the Fund’s Prospectus (as defined below) (the “Assets Under Management”), together with the net value of the assets of the WisdomTree Coal Fund (“TONS”) calculated in the manner set forth in TONS’s prospectus and the net value of the assets of WisdomTree Commodity Index Fund (“GCC”) calculated in the manner set forth in GCC’s prospectus, are less than $500,000,000 in the aggregate, $1,000,000 shall be deemed a reasonable amount of errors and omissions insurance coverage. If the Assets Under Management of the Fund, TONS and GCC exceed $500,000,000 in the aggregate, the Commodity Subadvisor will increase its errors and omissions insurance coverage by an appropriate amount. The Commodity Subadvisor is authorized to and may employ, associate or contract with such person or persons as the Commodity Subadvisor may deem desirable to assist it in performing its activities and duties under this Agreement (including portfolio managers), including Grain Service Corporation, Inc. (“Grain Service”); provided, however, the compensation of such person or persons shall be paid by the Commodity Subadvisor, and the Commodity Subadvisor shall be as fully responsible to the Fund and the Manager for the acts and omissions of any such person or persons as it is for its own acts and omissions. As may be mutually agreed by the Fund, Manager and the Commodity Subadvisor, but in any event at least annually, the Commodity Subadvisor shall discuss with the Fund and Manager any assistance the Commodity Subadvisor has deemed desirable in performing its duties under this Agreement (including person or persons involved therewith).
Appears in 1 contract
Samples: Commodity Subadvisory Agreement (WisdomTree Continuous Commodity Index Master Fund)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 (File No. 333-124146) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust Strategic High Income Fund)
Services to be Performed. Subject always to the supervision of the Trust's ’s Board of Trustees (the “Board of Trustees”) and the ManagerAdviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, Sub-the Sub- Adviser will satisfy its fiduciary duties to the Trust, will in all material respects (a) monitor the Fund's ’s investments, and will (b) comply with the provisions of the Trust's ’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Fund as such objectives, policies and restrictions may subsequently be changed by the Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. The Trust, Fund or Adviser has provided the Sub- Adviser with current copies of the Trust's ’s Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Sub- Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub- Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each and consistent with the Sub-Adviser’s fiduciary obligations to the Fund, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transaction, provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly vote proxies solicited by or with respect to the issuers of securities in which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Sub- Adviser’s written proxy voting policies and procedures, as communicated by the Sub-Adviser to the Adviser and Fund in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees or the Trust’s Chief Compliance Officer (as determined under the Fund’s compliance policies) has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the ManagerAdviser, the Sub-Adviser or any affiliated person of either the TrustFund, Managerthe Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act; Act or rules adopted thereunder. The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC and comply in addition all material respects with all policies and procedures adopted by the Board of Trustees and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(cb) will report regularly to Manager the Adviser and to the Board of Trustees of the Trust on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of Manager the Adviser and the Board of Trustees on a regular basis at reasonable such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Adviser or the Board of Trustees; and
(dc) will prepare and maintain such books and records with respect to the Fund's ’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager Adviser and will prepare and furnish Manager the Adviser and Trust's Board of Trustees such periodic and special reports as the Board or Manager the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund or promptly destroy any such records upon the reasonable request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 under the Investment Advisers Act of 1940, as amended, the Sub- Adviser’s internal recordkeeping policies and procedures, or other applicable law. Notwithstanding anything else to the contrary herein, and for the avoidance of doubt, the Sub-Adviser hereby is granted a perpetual, non-exclusive, royalty-free license to use (including, but not limited to, in marketing) the investment performance and track record of the assets in the Fund for which it provides the Services (such assets being referred to herein as the “Allocated Assets”). In conjunction with such license, the Sub-Adviser shall be entitled to use the name of the Fund and the Trust. Further, for the avoidance of doubt, in conjunction with such license, the Sub-Adviser shall be entitled to retain and use records of each of its transactions and other records pertaining to the Allocated Assets and the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Destra Investment Trust)
Services to be Performed. Subject always to the supervision of TrustFund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, manage the investment and reinvestment of the Fund's assets with respect to, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio invested or to be invested in equity securities as well as other securities and instruments issued by U.S. and non-U.S. issuers that manage, own and/or operate infrastructure and utility assets in a select group of countries (the "Core Component") all on behalf of the Fund and as described in the Fund's registration statement on Form N-2 (File No. 333-112202) as declared effective by the Securities and Exchange Commission and as the same may be amended from time to time (the "Registration Statement"). In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's investmentsinvestments in the Core Component, and will comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund applicable to the Core Component, as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will promptly provide the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and to any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreementthereof. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio the Fund's securities for with respect to the Core Component on behalf of the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedprovided and complies with the Fund's policies and procedures. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the Core Component with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. Subject to compliance with applicable law, the Fund's investment objectives, policies and restrictions and the policies and procedures adopted by the Board of Trustee for the Fund, the Sub-Adviser may cause the Fund to invest in securities of issuers advised or managed by persons affiliated with the Sub-Adviser. To the extent the Fund seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions, the Fund agrees to use reasonable commercial efforts to consult with the Sub-Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either any of the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will will, in all material respects, conform to all applicable Rules and Regulations of the Securities and Exchange Commission and comply with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in all material respects and writing and, in addition addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities transactions for the Core Component as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and Trustthe Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund; provided, however, that the Sub-Adviser shall be permitted to retain copies thereof and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law. The Sub-Adviser's duties and obligations shall be limited to those expressly set out in this Agreement. The Manager and the Fund acknowledge such limitation.
Appears in 1 contract
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's most recent registration statement on Form N-2 as declared effective by the SEC, and as the same may be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investmentsinvestments (provided that except for the compliance responsibilities of the Sub-Adviser with respect to the portfolio services described in the first sentence of this Section 2, the Manager shall remain responsible for the oversight of compliance with the Fund's policies and will procedures and its Prospectus and Statement of Additional Information), (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund; provided that prices derived from third parties are the responsibility of such third parties and do not reflect the professional opinion of the Sub-Adviser, and information provided by the Sub-Adviser that may be used to determine "fair value" prices are solely the reflection of the Sub-Adviser's professional opinion and the Fund and the Manager are free to accept or reject this information; the Sub-Adviser is not solely responsible for the pricing of the Fund's securities. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the TrustFund's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. The Sub-Adviser is authorized to enter into repurchase agreements on behalf of the Fund, subject to any applicable policies and procedures adopted by the Board of Trustees for the Fund. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable, and neither the Fund nor the Manager shall object to any such fair and equitable allocation. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. Unless the Fund's Board of Trustees determines otherwise, provided that the Sub-Adviser determined in good faith that the commission will vote all proxies solicited by or spread paid was reasonable in relation with respect to the services providedissuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Voting Policies and Procedures. The Sub-Adviser will properly maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Fund's shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fxxx'x xxlicies and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be knowingly purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either any of the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary other accounts for which it has investment responsibilitiesresponsibilities under the Investment Advisers Act of 1940;
(b) will (i) conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects to all applicable rules and regulations of the SEC, (ii) comply in addition will all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at reasonable such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as requested required for registered investment advisers under applicable law or as otherwise reasonably agreed to by the parties and will prepare and furnish the Manager and will furnish Manager and Trustthe Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Interim Investment Sub Advisory Agreement (First Trust Mortgage Income Fund)
Services to be Performed. Subject always to the supervision of Trust's Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor the Fund's ’s investments, and will comply with the provisions of Trust's the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Trust's Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's ’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's ’s overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the Trust Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the FundFund with respect to preferred securities, the performance of the Fund Fund’s investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and
(d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities;
(e) will prepare such books and records with respect to the Fund's ’s securities transactions for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser as requested by the Manager and will furnish Manager and Trust's Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request; and
(f) The Sub-Adviser is prohibited from consulting with any other sub-adviser of the Fund or any other sub-adviser to a fund under common control with the Fund concerning transactions of the Fund in securities or other assets.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Nuveen Variable Rate Preferred & Income Fund)
Services to be Performed. Subject always to the supervision of Trustthe Fund's Board of Trustees and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund's investment portfolio, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 (File No. 333-123262) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor the Fund's investments, and will (c) comply with the provisions of Trustthe Fund's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the TrustFund's Declaration of Trust, By-laws, prospectus prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction transaction, execution capabilities, speed, financing and research or other services provided. The Sub-Adviser is authorized to enter into repurchase agreements on behalf of the Fund, subject to any applicable policies and procedures adopted by the Board of Trustees for the Fund. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Trust Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the TrustFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other funds and accounts managed by Sub-Adviser or its affiliates, if the purchase of the particular security is consistent with the investment objectives and guidelines of each fund and account participating in the aggregated order and if in the judgment of the Sub-Adviser's reasonable judgment such aggregation shall result in the best price and execution for each fund and account participating in the aggregated order, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund would be benefited by supplemental servicesand Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly promptly forward to the Manager all proxies it receives which are solicited by or with respect to the issuers of securities in the Fund's investment portfolio. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act; . The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform in all material respects to all applicable Rules rules and Regulations regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in addition writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;
(c) will report regularly to the Manager and to the Board of Trustees of the Trust Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such reasonable times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Managerthe Manager or the Board of Trustees of the Fund; and
(d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and TrustFund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (First Trust/Fidac Mortgage Income Fund)
