Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of either that particular transaction or in terms of the Sub-adviser’s overall responsibilities with respect to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the options so purchased or sold, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder.

Appears in 6 contracts

Samples: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund), Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund), Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Dividend Income Fund), Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Dividend Income Fund), Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)

Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Amended and Restated Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio. In effecting the Trust’s Option Strategy, the Sub-Adviser will select brokers, dealers, futures commission merchants and other counterparties to ~~select broker-dealers and~~ effect transactions for the Trust’s portfolio, including without limitation, with respect to ~~negotiate brokerage commission rates~~ transactions in ~~effecting option transactions~~options, derivatives, foreign currency exchange, and/or any other investments utilized in managing the Trust’s Option Strategy. The Sub-~~Adviser’s primary consideration~~ Adviser will place all orders with brokers, dealers, counterparties or issuers, and will negotiate brokerage commissions, spreads and other financial and non-financial terms, as applicable. The Sub-Adviser will always seek the best possible price and execution in ~~effecting an option transaction will be~~ the circumstances in all transactions. Subject to the foregoing, the Sub-Adviser is directed at all times to seek to ~~obtain the best execution~~ execute transactions for the Trust’s portfolio in accordance with its trading policies, ~~taking into account~~ as disclosed by the ~~factors specified~~ Sub-Adviser to the Trust’s portfolio from time to time, but in all cases subject to policies and practices established by the portfolio and described in the ~~Prospectus and/or Statement of Additional Information~~Registration Statement. ~~Accordingly~~Notwithstanding the foregoing, the ~~price to the Trust in any~~ Sub-Adviser may pay a broker-dealer that provides research and brokerage services a higher spread or commission for a particular transaction ~~may be less favorable~~ than ~~that available from~~ otherwise might have been charged by another broker-dealer ~~if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations~~ to the ~~Trust,~~ extent permitted by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of ~~1934~~1934 and by the Registration Statement, ~~as amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by~~ if the Sub-~~adviser. The Sub-adviser~~ Adviser determines that the higher spread or commission is authorized to pay a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services ~~provided by~~ that such broker-dealer provides, viewed in terms of either ~~that~~ the particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the~~ accounts ~~over which~~ managed by the Sub-~~adviser exercises investment discretion~~Adviser. The Sub-Adviser ~~will consult with~~ may use for the ~~Adviser to ensure that portfolio transactions on behalf~~ benefit of the ~~Trust are directed~~ Sub-Adviser’s other clients, or make available to ~~broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent~~ companies affiliated with ~~these standards,~~ the Sub-Adviser ~~is further authorized~~ or to ~~allocate~~ its directors for the ~~orders placed by it on behalf~~ benefit of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in~~ its clients, any such ~~amounts~~ brokerage and ~~proportions as~~ research services that the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis thereforobtains from brokers or dealers. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the options so purchased or sold, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder.

Appears in 3 contracts

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. As an investment adviser to ~~the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~each Fund, the Sub-Adviser shall manage the securities and other assets of a Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the terms of this Agreement and the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision, and control of the Adviser and the Board. B. As part of the services it will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoinghereunder, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall: (i) Determine from time to time what Assets shall be purchased, ~~entered into, sold, closed~~ retained or ~~exchanged for~~ sold by the ~~Trust, when these transactions should be executed, and, consulting with the Adviser~~ Funds and ~~any other sub-adviser to the Trust, regarding the~~ what portion of the ~~assets of the Trust against which options~~ Assets will be ~~written. The Sub-~~invested or held uninvested in cash as is permissible; (ii) Keep the Board and the Adviser ~~will provide the services under this Agreement~~ fully informed in ~~accordance with the Trust’s investment objective or objectives, policies, and restrictions~~ writing on an ongoing basis as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser agreed by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser ~~further agree that in fulfilling its obligations~~of all material facts concerning the investment and reinvestment of the Assets of each Fund, the Sub-Adviser ~~will:~~and its key personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board and the Sub-Adviser will attend meetings with the Adviser and the Board, as reasonably requested, to discuss the foregoing; and ~~i. formulate~~ (iii) Cooperate with and ~~implement a continuous investment program relating~~ provide reasonable assistance to the Adviser, the Trust’s ~~Option Strategy consistent~~ administrator, custodian and foreign custodians, transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the ~~investment objectives and related investment policies~~ efficient exchange of information. C. The Sub-Adviser may place orders for the ~~Trust~~ execution of transactions with or through such brokers, dealers or banks as the Sub-Adviser may select subject to the conditions set forth herein. The Sub-Adviser is directed at all times to seek to execute transactions on behalf of each Fund (i) in accordance with any written policies or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the ~~Trust~~Fund’s ~~Registration Statement; ii~~Prospectus and SAI. ~~regularly consult with~~ When determining the ~~Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary~~ Assets to ~~implement these investment programs~~ be purchased or sold by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option StrategyFunds, the Sub-Adviser ~~will arrange~~ shall use its best efforts to obtain for a Fund “best execution,” considering all of the ~~transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets~~circumstances, and ~~other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options~~ shall maintain records adequate to ~~be purchased or sold on behalf of the Trust, as may be reasonably necessary~~ demonstrate compliance with this requirement. Subject to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “~~1934~~ Exchange Act”)~~) provided~~ , any policies and procedures approved by ~~that broker-dealer to~~ the ~~Trust and/or~~ Board, and other ~~accounts serviced by~~ applicable law, the Sub-~~adviser. The Sub-adviser is authorized~~ Adviser may cause each Fund to pay ~~a broker-dealer who provides such brokerage and research services an amount of commission~~ commissions for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of ~~commission~~ commissions another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the ~~accounts over which the Sub-adviser exercises investment discretion~~Fund or its other advisory clients. The Sub-Adviser will ~~consult with~~ seek best execution under the ~~Adviser to ensure that portfolio transactions on behalf~~ circumstances of the ~~Trust are directed~~ particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness to ~~broker~~the Sub-~~dealers on~~ Adviser (the ~~basis~~ determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). The Sub-Adviser may aggregate sales and purchase orders of ~~criteria reasonably considered appropriate~~ securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. To The Adviser understands and agrees that when such aggregation does occur the ~~extent consistent with these standards~~actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is ~~further authorized to allocate~~ an “affiliated person” (as defined under the ~~orders placed by it on behalf~~ Investment Company Act) of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall ~~determine consistent~~ provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the ~~standards~~Adviser. D. The Adviser understands and agrees and has advised the Board that the Sub‑Adviser performs investment management services for various clients and may take action with respect to any of its other clients that may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for a particular Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have similar investment objectives (and will hold the same investments) as the Funds, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. X. Xxxxx to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of each Fund’s Prospectus and SAI, the Trust Instrument of the Trust and Bylaws and other relevant policies and procedures adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications, or supplements to the foregoing documents and the Sub-Adviser will ~~report on said allocation regularly~~ not need to comply until a copy has been provided to the ~~Trust’s Board indicating~~ Sub-Adviser. Prior to the ~~broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when~~ commencement of operations, the Sub-Adviser ~~deems~~ will provide the ~~purchase or sale of an option to be in the best interest of the Trust as well as other clients~~ Adviser with copies of the Sub-Adviser, ’s current policies and procedures that relate to the Sub-~~Adviser~~ Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)‑7 under the Advisers Act. The Sub‑Adviser’s Chief Compliance Officer shall provide to the ~~extent permitted~~ Adviser’s Chief Compliance Officer or his or her delegate the following: (i) A report of any material changes to the Sub-Adviser’s policies and procedures described in Section 3(E) above on a quarterly basis; (ii) A report of any “material compliance matters,” as defined by ~~applicable laws~~ Rule 38a‑1 under the Investment Company Act, that have occurred in connection with the Sub-Adviser’s policies and ~~regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain~~ procedures on a ~~more favorable price or lower brokerage commissions and efficient execution. In such event, allocation~~ quarterly basis; (iii) a summary of the ~~options so purchased or sold~~Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of the Sub-Adviser’s policies and procedures pursuant to Rule 206(4)‑7 under the Advisers Act; and (iv) An annual certification regarding the Sub-Adviser’s compliance with Rule 206(4)‑7 under the Advisers Act and Section 38a‑1 of the Investment Company Act, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clientsforegoing sub paragraphs (i) through (iii). e. F. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain and preserve all accounts, ~~books~~ books, and records with respect to the ~~Option Strategy~~ Assets of each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ the Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. The Sub-Adviser agrees that all records it maintains on behalf of the Assets are property of the applicable Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Sub-Adviser shall retain a copy of such records. G. The Sub-Adviser will furnish, at its expense, all necessary facilities and personnel, including personnel compensation, expenses and fees required for the Sub-Adviser to perform its duties under this Agreement, administrative facilities, including operations and bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. H. The Sub-Adviser shall reasonably cooperate with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or the Adviser brought by any governmental or regulatory authorities. I. In the performance of its duties under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets which it sub-advises. J. The Sub-Adviser will not be responsible for proxy voting or any corporate actions relating to the Assets, including administrative filings, such as proofs or claims in class actions. K. The fair valuation of securities in a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such security.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Advisors Inc)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. As an investment adviser to ~~the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~each Fund, the Sub-Adviser shall manage the securities and other assets of a Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the terms of this Agreement and the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision, and control of the Adviser and the Board. B. As part of the services it will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoinghereunder, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall: (i) Determine from time to time what Assets shall be purchased, ~~entered into, sold, closed~~ retained or ~~exchanged for~~ sold by the ~~Trust, when these transactions should be executed, and, consulting with the Adviser~~ Funds and ~~any other sub-adviser to the Trust, regarding the~~ what portion of the ~~assets of the Trust against which options~~ Assets will be ~~written. The Sub-~~invested or held uninvested in cash as is permissible; (ii) Keep the Board and the Adviser ~~will provide the services under this Agreement~~ fully informed in ~~accordance with the Trust’s investment objective or objectives, policies, and restrictions~~ writing on an ongoing basis as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser agreed by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser ~~further agree that in fulfilling its obligations~~of all material facts concerning the investment and reinvestment of the Assets of each Fund, the Sub-Adviser ~~will:~~and its key personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board and the Sub-Adviser will attend meetings with the Adviser and the Board, as reasonably requested, to discuss the foregoing; and ~~i. formulate~~ (iii) Cooperate with and ~~implement a continuous investment program relating~~ provide reasonable assistance to the Adviser, the Trust’s ~~Option Strategy consistent~~ administrator, custodian and foreign custodians, transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the ~~investment objectives and related investment policies~~ efficient exchange of information. C. The Sub-Adviser may place orders for the ~~Trust~~ execution of transactions with or through such brokers, dealers or banks as the Sub-Adviser may select subject to the conditions set forth herein. The Sub-Adviser is directed at all times to seek to execute transactions on behalf of each Fund (i) in accordance with any written policies or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the ~~Trust~~Fund’s ~~Registration Statement; ii~~Prospectus and SAI. ~~regularly consult with~~ When determining the ~~Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary~~ Assets to ~~implement these investment programs~~ be purchased or sold by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option StrategyFunds, the Sub-Adviser ~~will arrange~~ shall use its best efforts to obtain for a Fund “best execution,” considering all of the ~~transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets~~circumstances, and ~~other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options~~ shall maintain records adequate to ~~be purchased or sold on behalf of the Trust, as may be reasonably necessary~~ demonstrate compliance with this requirement. Subject to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “~~1934~~ Exchange Act”)~~) provided~~ , any policies and procedures approved by ~~that broker-dealer to~~ the ~~Trust and/or~~ Board, and other ~~accounts serviced by~~ applicable law, the Sub-~~adviser. The Sub-adviser is authorized~~ Adviser may cause each Fund to pay ~~a broker-dealer who provides such brokerage and research services an amount of commission~~ commissions for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of ~~commission~~ commissions another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the ~~accounts over which the Sub-adviser exercises investment discretion~~Fund or its other advisory clients. The Sub-Adviser will ~~consult with~~ seek best execution under the ~~Adviser to ensure that portfolio transactions on behalf~~ circumstances of the ~~Trust are directed~~ particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness to ~~broker~~the Sub-~~dealers on~~ Adviser (the ~~basis~~ determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). The Sub-Adviser may aggregate sales and purchase orders of ~~criteria reasonably considered appropriate~~ securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. To The Adviser understands and agrees that when such aggregation does occur the ~~extent consistent with these standards~~actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is ~~further authorized to allocate~~ an “affiliated person” (as defined under the ~~orders placed by it on behalf~~ Investment Company Act) of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall ~~determine consistent~~ provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the ~~standards~~Adviser. D. The Adviser understands and agrees and has advised the Board that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients that may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for a particular Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have similar investment objectives (and will hold the same investments) as the Funds, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. X. Xxxxx to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of each Fund’s Prospectus and SAI, the Trust Instrument of the Trust and Bylaws and other relevant policies and procedures adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications, or supplements to the foregoing documents and the Sub-Adviser will ~~report on said allocation regularly~~ not need to comply until a copy has been provided to the ~~Trust’s Board indicating~~ Sub-Adviser. Prior to the ~~broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when~~ commencement of operations, the Sub-Adviser ~~deems~~ will provide the ~~purchase or sale of an option to be in the best interest of the Trust as well as other clients~~ Adviser with copies of the Sub-Adviser, ’s current policies and procedures that relate to the Sub-~~Adviser~~ Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)‑7 under the Advisers Act. The Sub-Adviser’s Chief Compliance Officer shall provide to the ~~extent permitted~~ Adviser’s Chief Compliance Officer or his or her delegate the following: (i) A report of any material changes to the Sub-Adviser’s policies and procedures described in Section 3(E) above on a quarterly basis; (ii) A report of any “material compliance matters,” as defined by ~~applicable laws~~ Rule 38a‑1 under the Investment Company Act, that have occurred in connection with the Sub-Adviser’s policies and ~~regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain~~ procedures on a ~~more favorable price or lower brokerage commissions and efficient execution. In such event, allocation~~ quarterly basis; (iii) a summary of the ~~options so purchased or sold~~Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of the Sub-Adviser’s policies and procedures pursuant to Rule 206(4)‑7 under the Advisers Act; and (iv) An annual certification regarding the Sub-Adviser’s compliance with Rule 206(4)‑7 under the Advisers Act and Section 38a‑1 of the Investment Company Act, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clientsforegoing sub paragraphs (i) through (iii). e. F. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain and preserve all accounts, ~~books~~ books, and records with respect to the ~~Option Strategy~~ Assets of each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ the Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. The Sub-Adviser agrees that all records it maintains on behalf of the Assets are property of the applicable Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Sub-Adviser shall retain a copy of such records. G. The Sub-Adviser will furnish, at its expense, all necessary facilities and personnel, including personnel compensation, expenses and fees required for the Sub-Adviser to perform its duties under this Agreement, administrative facilities, including operations and bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. H. The Sub-Adviser shall reasonably cooperate with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or the Adviser brought by any governmental or regulatory authorities. I. In the performance of its duties under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets which it sub-advises. J. The Sub-Adviser will not be responsible for proxy voting or any corporate actions relating to the Assets, including administrative filings, such as proofs or claims in class actions. K. The fair valuation of securities in a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such security.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Funds Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the ~~oversight and~~ supervision of the Trust’s Board of Trustees (the “Board”~~) and the Adviser, and subject to the other provisions of this Agreement~~), the Sub-Adviser will ~~provide a continuous investment program relating to~~ manage the ~~Trust’s Option Strategy. Subject to approval of~~ investments and determine the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion composition of the assets of the Trust ~~against which options will be written. The Sub-Adviser will~~ on a discretionary basis and provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”~~) as they relate to the Option Strategy~~), copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. ~~In addition~~The Sub-Adviser will not be responsible for the Fund’s covered call option strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser ~~has furnished,~~ or ~~will cause~~ any of its affiliates retains complete authority immediately to ~~be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished)~~ assume direct responsibility for any function delegated to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and under this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree ~~that~~ in fulfilling its obligations, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting individual companies or industries the securities of which are included in the Trust’s portfolio or are under consideration for inclusion in the Trust’s portfolio; ii. formulate and implement a continuous investment program ~~relating to~~ for the ~~Trust’s Option Strategy~~ Trust consistent with the Sub-Adviser’s investment strategy and the specific investment objectives and related investment policies for the Trust as described in the Trust’s ~~Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy~~registration statement, as amended; iii. take whatever ~~reasonable~~ steps ~~are~~ Sub-Adviser deems necessary or advisable in order to implement these investment programs by the purchase or and sale of ~~options~~ securities including the placing of orders for such purchases and sales; iv. regularly report to the ~~Board~~ Trustees of the Trust with respect to the implementation of ~~the Option Strategy, at such times as the Adviser may reasonably request~~these investment programs; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades provide assistance to the Trust’s ~~Custodian; vi. The Sub-Adviser will assist~~ Custodian regarding the ~~Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market~~ fair value of ~~any options or other assets of~~ securities held by the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall market quotations are not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersreadily available. b. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully~~, and~~ ; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy for the Trust~~Trust (excluding determination of net asset value and fund accounting services, shareholder relations services, fund administration services, transfer agency services, custodial services and brokerage services). c. The Sub-Adviser ~~is authorized~~ will select brokers and dealers to ~~make decisions~~ effect all transactions subject to ~~buy and sell options for~~ the ~~Trust’s portfolio~~following conditions: The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and ~~to select broker-dealers and to~~ will negotiate brokerage ~~commission rates in effecting option transactions~~commissions if applicable. The Sub-~~Adviser’s primary consideration in effecting an option transaction will be~~ Adviser is directed at all times to seek to ~~obtain the best execution~~ execute brokerage transactions for ~~the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to~~ the Trust in ~~any transaction~~ accordance with such policies or practices as may be ~~less favorable than that available from another broker-dealer if~~ established by the ~~difference is reasonably justified,~~ Trustees and described in the ~~judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the~~ Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (’s registration statement as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviseramended. The Sub-~~adviser is authorized to~~ Adviser may pay a broker-dealer ~~who~~ which provides ~~such~~ research and brokerage ~~and research~~ services ~~an amount of~~ a higher spread or commission for ~~executing~~ a ~~portfolio~~ particular transaction ~~for the Trust which is in excess of the amount of commission~~ than otherwise might have been charged by another broker-~~dealer would have charged for effecting that transaction if~~dealer, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines ~~in good faith~~ that ~~such amount of~~ the higher spread or commission ~~was~~ is reasonable in relation to the value of the brokerage and research services ~~provided by~~ that such broker-dealer provides, viewed in terms of either ~~that~~ the particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the~~ accounts ~~over which~~ managed by the Sub-~~adviser exercises investment discretion~~Adviser. The Sub-Adviser ~~will consult with~~ may use for the ~~Adviser to ensure that portfolio transactions on behalf~~ benefit of the ~~Trust are directed~~ Sub-Adviser’s other clients, or make available to ~~broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent~~ companies affiliated with ~~these standards,~~ the Sub-Adviser ~~is further authorized~~ or to ~~allocate~~ its directors for the ~~orders placed by it on behalf~~ benefit of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in~~ its clients, any such ~~amounts~~ brokerage and ~~proportions as~~ research services that the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis thereforobtains from brokers or dealers. d. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Trust as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”) and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder. f. The Sub-Adviser shall vote proxies relating to the Trust’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that the Sub-Adviser shall vote all proxies relating to securities held by the Trust and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-Adviser shall review its proxy voting activities on a periodic basis with the Trustees.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)

Services to be Rendered by the Sub-Adviser to the Trust. a. A. Subject to the succeeding provisions of this section, the oversight and supervision of theInvestment Adviser and the direction and control of the Trust’s Board of ~~Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~Trustees, the Sub-Adviser will ~~provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval~~ perform certain of the ~~Board and notice~~ day-to-day operations of the Funds which may include one or more of the following services at the request of the Investment Adviser. As sub-adviser to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoingeach Fund, the Sub-Adviser will ~~provide options~~ manage the investment ~~research and conduct a continuous program of options evaluation, investment, sales~~ and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the ~~Trust against which options will be written. The Sub-Adviser will provide~~ Fund and determine the ~~services under this Agreement~~ composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and Statement of Additional Information. B. As part of the services it will provide hereunder, the Sub-Adviser will: (i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund by arranging for the purchase and sale of securities and other investments; (iii) keep the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of the Sub-Advisermake regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust~~’s investment objective or objectives, policies~~, and ~~restrictions~~ attend meetings with the Investment Adviser and/or the Trustees, as ~~stated~~ reasonably requested, to discuss the foregoing; (iv) Sub-Adviser shall promptly notify the Investment Adviser of securities in a Fund for which fair valuation may be required or of significant events that may require fair value pricing of all or a portion of a Fund’s portfolio, provide advice about the fair value of all securities and other investments/assets in the Fund, as requested; provided, however, that the parties acknowledge that the Trust is responsible for any fair value pricing; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, the Trust’s ~~Registration~~ administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as the Sub-Adviser considers in good faith to be necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the U.S. Securities and Exchange Commission (“SEC”), as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (ii) the ~~“Registration Statement”) as they relate to~~ Investment Company Act and the ~~Option Strategy~~Advisers Act and the rules under each, ~~copies of which shall be sent~~ and all other federal and state laws or regulations applicable to the Sub-Adviser, the Trust and the Fund(s); (iii) any order or no-action letter of the SEC governing the operation of the Trust, (iv) the Trust’s compliance policies and procedures; and (v) the written instructions of the Investment Adviser. In the event that the Sub-Adviser by is unable to perform in accordance with (iv) or (v), it shall promptly so notify, respectively, the ~~Adviser prior~~ Trust's chief compliance officer or the Investment Adviser. Prior to the commencement of ~~this Agreement~~ the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Prospectus and ~~promptly following~~ SAI, any order or no-action letter of the SEC governing the operation of the Trust, and the Trust’s compliance policies and procedures. The Investment Adviser further undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document and Sub-Adviser will not need to comply until such amendment~~. In addition~~, ~~the Adviser~~ modification or supplement has ~~furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished)~~ been provided to the Sub-Adviser. D. The Sub-Adviser shall submit copies or summaries of ~~each~~ its current policies and procedures adopted in accordance with Rule 206(4)-7 under the Adviser Act, and any of its other policies or procedures required to comply with Rule 38a-1 under the ~~following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto~~ Investment Company Act (~~such agreement~~collectively, ~~as presently in effect and as it shall from time to time be amended, is herein called~~ the “~~Agreement and Declaration of Trust~~Sub-Adviser Compliance Procedures”)~~; ii. The Trust’s by-laws and all amendments thereto (such By-laws~~, ~~as presently in effect and as they shall from time~~ to ~~time be amended, are herein called the “By-Laws); iii. Resolutions of~~ the Trust’s Board of Trustees ~~(the “Trustees”~~for approval pursuant to Rule 38a-1(a)(2) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under ~~the Securities Act of 1933, as amended, and~~ the Investment Company ~~Act of 1940, as amended (“Investment Company~~ Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser ~~will assist~~ shall furnish the ~~Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of~~ services hereunder to the Trust ~~for which~~ in accordance with the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersCompliance Procedures. b. E. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary ~~investment~~ facilities and ~~management facilities~~personnel, including ~~salaries~~ salaries, expenses and fees of any personnel required for it them to ~~execute its~~ faithfully perform their duties ~~faithfully,~~ under this Agreement; and (ii) administrative facilities, including ~~bookkeeping~~recordkeeping, ~~clerical personnel~~ and all equipment necessary for the efficient conduct of the Sub-Adviser’s ~~implementation of the Option Strategy for the Trust~~duties under this Agreement. c. F. The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is ~~authorized~~ directed at all times to ~~make decisions~~ seek to ~~buy~~ execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Investment Adviser from time to time and ~~sell options for~~ which have been provided to the Sub-Adviser, (ii) as described in the Trust’s ~~portfolio~~Prospectus and SAI, and ~~to select broker-dealers~~ (iii) in accordance with applicable federal and ~~to negotiate brokerage commission rates in effecting option transactions~~state laws and regulations. ~~The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution~~ In placing any orders for the ~~Trust, taking into account the factors specified in the Prospectus and/or Statement~~ purchase or sale of ~~Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified~~investments for each Fund, in the ~~judgment~~ name of the Fund or its nominees, the Sub-Adviser in shall use its best efforts to obtain for the ~~exercise of its fiduciary obligations to the Trust, by other aspects~~ Fund “best execution,” considering all of the ~~portfolio execution services offered~~circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In ~~evaluating the best execution available, and in selecting the broker-dealer~~ no instance will Fund securities be purchased from or sold to ~~execute a particular transaction,~~ the Sub-~~adviser may also consider~~ Adviser, or any affiliated person thereof, except in accordance with the ~~brokerage~~ Investment Company Act, the Advisers Act and ~~research services (as those terms are used~~ the rules under each, the Trust’s Compliance Manual, and all other federal and state laws and regulations applicable to the Trust and the Fund. G. The Sub-Adviser is not authorized to engage in “soft-dollar” transactions permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (~~the~~ “~~1934~~ Exchange Act”)~~) provided by that broker-dealer to~~ , without the Trust and/or other accounts serviced by the Sub-adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is in excess express written approval of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of either that particular transaction Adviser or in terms of the Sub-adviser’s overall responsibilities with respect to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board ~~indicating the broker-dealers to which such allocations have been made and the basis therefor~~of Trustees. d. H. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the ~~Trust~~ Fund(s) as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a ~~more favorable price or lower brokerage commissions~~ fair and reasonable result and efficient execution, provided that the Sub-Adviser does not favor any account over any other account. ~~In such event, allocation~~ Allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to ~~the Trust~~ each Fund and to its other ~~clients~~clients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. I. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain and preserve all accounts, books and records with respect to ~~the Option Strategy~~ each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the SEC any report on Form 13F or Schedule 13G required by the Exchange Act, with respect to its duties as are set forth herein. J. The Sub-Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Sub-Adviser’s then-current proxy voting policies (provided such policies have been approved by the Trust’s Board of Trustees), and converting, tendering, exchanging or redeeming securities.

Appears in 1 contract

Samples: Sub Advisory Agreement (RevenueShares ETF Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the ~~oversight and~~ supervision of the Trust’s 's Board of Trustees (the “"Board~~”) and the Adviser, and subject to the other provisions of this Agreement~~"), the Sub-Adviser will ~~provide a continuous investment program relating to~~ manage the ~~Trust’s Option Strategy. Subject to approval of~~ investments and determine the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion composition of the assets of the Trust ~~against which options will be written. The Sub-Adviser will~~ on a discretionary basis and provide the services under this Agreement in accordance with the Trust’s 's investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended (the “"Registration Statement~~”) as they relate to the Option Strategy~~"), copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. ~~In addition~~The Sub-Adviser will not be responsible for the Fund’s covered call option strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser ~~has furnished,~~ or ~~will cause~~ any of its affiliates retains complete authority immediately to ~~be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished)~~ assume direct responsibility for any function delegated to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and under this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree ~~that~~ in fulfilling its obligations, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting individual companies or industries the securities of which are included in the Trust’s portfolio or are under consideration for inclusion in the Trust’s portfolio; ii. formulate and implement a continuous investment program ~~relating to~~ for the ~~Trust’s Option Strategy~~ Trust consistent with the Sub-Adviser's investment strategy and the specific investment objectives and related investment policies for the Trust as described in the Trust~~’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy;~~'s registration statement, as amended; BOS-1080780 v8 iii. take whatever ~~reasonable~~ steps ~~are~~ Sub-Adviser deems necessary or advisable in order to implement these investment programs by the purchase or and sale of ~~options~~ securities including the placing of orders for such purchases and sales; iv. regularly report to the ~~Board~~ Trustees of the Trust with respect to the implementation of ~~the Option Strategy, at such times as the Adviser may reasonably request~~these investment programs; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect provide assistance to the Trust~~. With respect to options to be settled through~~ 's Custodian regarding the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market fair value of ~~any options or other assets of~~ securities held by the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall market quotations are not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersreadily available. b. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully~~, and~~ ; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy for the Trust~~Trust (excluding determination of net asset value and fund accounting services, shareholder relations services, fund administration services, transfer agency services, custodial services and brokerage services). c. The Sub-Adviser ~~is authorized~~ will select brokers and dealers to ~~make decisions~~ effect all transactions subject to ~~buy and sell options for~~ the ~~Trust’s portfolio~~following conditions: The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and ~~to select broker-dealers and to~~ will negotiate brokerage ~~commission rates in effecting option transactions~~commissions if applicable. The Sub-~~Adviser’s primary consideration in effecting an option transaction will be~~ Adviser is directed at all times to seek to ~~obtain the best execution~~ execute brokerage transactions for ~~the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to~~ the Trust in ~~any transaction~~ accordance with such policies or practices as may be ~~less favorable than that available from another broker-dealer if~~ established by the ~~difference is reasonably justified,~~ Trustees and described in the ~~judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the~~ Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services ('s registration statement as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviseramended. The Sub-~~adviser is authorized to~~ Adviser may pay a broker-dealer ~~who~~ which provides ~~such~~ research and brokerage ~~and research~~ services ~~an amount of~~ a higher spread or commission for ~~executing~~ a ~~portfolio~~ particular transaction ~~for the Trust which is in excess of the amount of commission~~ than otherwise might have been charged by another broker-~~dealer would have charged for effecting that transaction if~~dealer, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines ~~in good faith~~ that ~~such amount of~~ the higher spread or commission ~~was~~ is reasonable in relation to the value of the brokerage and research services ~~provided by~~ that such broker-dealer provides, viewed in terms of either ~~that~~ the particular transaction or ~~in terms of~~ the Sub-~~adviser’s~~ Adviser's overall responsibilities with respect to ~~the~~ accounts ~~over which~~ managed by the Sub-~~adviser exercises investment discretion~~Adviser. The Sub-Adviser ~~will consult with~~ may use for the ~~Adviser to ensure that portfolio transactions on behalf~~ benefit of the ~~Trust are directed~~ Sub-Adviser's other clients, or make available to ~~broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent~~ companies affiliated with ~~these standards,~~ the Sub-Adviser ~~is further authorized~~ or to ~~allocate~~ its directors for the ~~orders placed by it on behalf~~ benefit of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in~~ its clients, any such ~~amounts~~ brokerage and ~~proportions as~~ research services that the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis thereforobtains from brokers or dealers. d. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Trust as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act") and Investment Advisers Act of 1940, as amended (the “"Investment Advisers Act”") and the rules thereunder. f. The Sub-Adviser shall vote proxies relating to the Trust's investment securities in accordance with the Trust's proxy voting policies and procedures, which provide that the Sub-Adviser shall vote all proxies relating to securities held by the Trust and, subject to the Trust's policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-Adviser shall review its proxy voting activities on a periodic basis with the Trustees.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)

Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the ~~oversight and~~ supervision of the Trust’s Board of Trustees (the “Board”~~) and the Adviser, and subject to the other provisions of this Agreement~~), the Sub-Adviser will ~~provide a continuous investment program relating to~~ manage the ~~Trust’s Option Strategy. Subject to approval of~~ investments and determine the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion composition of the assets of the Trust ~~against which options will be written. The Sub-Adviser will~~ on a discretionary basis and provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”~~) as they relate to the Option Strategy~~), copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment, or as subsequently amended in writing. ~~In addition~~The Sub-Adviser will not be responsible for the Trust’s covered call option strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser ~~has furnished,~~ or ~~will cause~~ any of its affiliates retains complete authority immediately to ~~be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished)~~ assume direct responsibility for any function delegated to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and under this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree ~~that~~ in fulfilling its obligations, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting individual companies or industries the securities of which are included in the Trust’s portfolio or are under consideration for inclusion in the Trust’s portfolio; ii. formulate and implement a continuous investment program ~~relating to~~ for the ~~Trust’s Option Strategy~~ Trust consistent with the Sub-Adviser's investment strategy and the specific investment objectives and related investment policies for the Trust as described in the Trust’s ~~Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy~~registration statement, as amended, or as subsequently amended in writing; iii. take whatever ~~reasonable~~ steps ~~are~~ Sub-Adviser deems necessary or advisable in order to implement these investment programs by the purchase or and sale of ~~options~~ securities including the placing of orders for such purchases and sales; iv. regularly report to the ~~Board~~ Trustees of the Trust with respect to the implementation of ~~the Option Strategy, at such times as the Adviser may reasonably request~~these investment programs; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades provide assistance to the Trust’s ~~Custodian; vi. The Sub-Adviser will assist~~ Custodian regarding the ~~Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market~~ fair value of ~~any options or other assets of~~ securities held by the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall market quotations are not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersreadily available. b. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully~~, and~~ ; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy for the Trust~~Trust (excluding determination of net asset value and fund accounting services, shareholder relations services, fund administration services, transfer agency services, custodial services and brokerage services). c. The Sub-Adviser ~~is authorized~~ will select brokers and dealers to ~~make decisions~~ effect all transactions subject to ~~buy and sell options for~~ the ~~Trust’s portfolio~~following conditions: The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and ~~to select broker-dealers and to~~ will negotiate brokerage ~~commission rates in effecting option transactions~~commissions if applicable. The Sub-~~Adviser’s primary consideration in effecting an option transaction will be~~ Adviser is directed at all times to seek to ~~obtain the best execution~~ execute brokerage transactions for ~~the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to~~ the Trust in ~~any transaction~~ accordance with such policies or practices as may be ~~less favorable than that available from another broker-dealer if~~ established by the ~~difference is reasonably justified,~~ Trustees and described in the ~~judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the~~ Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934’s registration statement, as ~~amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviser~~amended. The Sub-~~adviser is authorized to~~ Adviser may pay a broker-dealer ~~who~~ which provides ~~such~~ research and brokerage ~~and research~~ services ~~an amount of~~ a higher spread or commission for ~~executing~~ a ~~portfolio~~ particular transaction ~~for the Trust which is in excess of the amount of commission~~ than otherwise might have been charged by another broker-~~dealer would have charged for effecting that transaction if~~dealer, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines ~~in good faith~~ that ~~such amount of~~ the higher spread or commission ~~was~~ is reasonable in relation to the value of the brokerage and research services ~~provided by~~ that such broker-dealer provides, viewed in terms of either ~~that~~ the particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the~~ accounts ~~over which~~ managed by the Sub-~~adviser exercises investment discretion~~Adviser. The Sub-Adviser ~~will consult with~~ may use for the ~~Adviser to ensure that portfolio transactions on behalf~~ benefit of the ~~Trust are directed~~ Sub-Adviser’s other clients, or make available to ~~broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent~~ companies affiliated with ~~these standards,~~ the Sub-Adviser ~~is further authorized~~ or to ~~allocate~~ its directors for the ~~orders placed by it on behalf~~ benefit of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in~~ its clients, any such ~~amounts~~ brokerage and ~~proportions as~~ research services that the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis thereforobtains from brokers or dealers. d. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Trust as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”) and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder. f. The Sub-Adviser shall vote proxies relating to the Trust’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that the Sub-Adviser shall vote all proxies relating to securities held by the Trust and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-Adviser shall review its proxy voting activities on a periodic basis with the Trustees.

Appears in 1 contract

Samples: Interim Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)

Services to be Rendered by the Sub-Adviser to the Trust. a. (a) Subject always to the direction and oversight ~~and supervision~~ of the ~~Trust’s Board~~ Trustees of ~~Trustees~~ Premier Multi-Series VIT (the “~~Board~~Trust”) ), a Massachusetts business trust, and the ~~Adviser, and subject to the other provisions of this Agreement~~Manager, the Sub-Adviser ~~will provide a continuous~~ will, at its expense, either directly or through others selected by it, furnish continuously an investment program ~~relating to the Trust’s Option Strategy. Subject to approval~~ for each series of the ~~Board~~ Trust identified from time to time on Schedule A to this Agreement (each a “Portfolio” and ~~notice to~~ together “Portfolios”) and will make investment decisions on behalf of the ~~Sub-Adviser,~~ Portfolios and place all orders for the ~~Adviser,~~ purchase and sale of portfolio securities or ~~any~~ other investments. In the performance of its ~~affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing~~duties, the Sub-Adviser (1) will ~~provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment~~ comply with the provisions of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Amended & Restated Agreement and Declaration of Trust ~~and all amendments thereto~~ (~~such agreement, as presently in effect and as it shall from time to time be amended, is herein called~~ the “Agreement and Declaration of Trust”~~); ii. The Trust’s by-laws~~ ) and ~~all~~ Second Amended and Restated Bylaws, including any amendments or restatements thereto (upon receipt of such Byamendments or restatements by the Sub-~~laws~~Adviser), and the investment objectives, policies and restrictions of each Portfolio as set forth in its current Prospectus(es) and Statement of Additional Information (copies of which were supplied by the Manager to the Sub-Adviser upon filing with the Securities and Exchange Commission (the “SEC”)), (2) will use its best efforts to safeguard and promote the welfare of each Portfolio and (3) will comply with other policies that the Trustees or the Manager, as ~~presently in effect and as they shall~~ the case may be, may from time to time ~~be amended, are herein called~~ determine as promptly as practicable after such policies have been communicated to the ~~“By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and~~ Sub-Adviser as in writing. The Sub-Adviser and the Manager shall each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of each Portfolio and to consult with each other and any other sub-~~adviser~~ adviser(s) to the Portfolios regarding the investment affairs of each Portfolio. (b) The Sub-Adviser shall be responsible, either directly or through others selected by it, for daily monitoring of the investment activities and ~~approving the Investment Advisory Agreement~~ portfolio holdings of each Portfolio’s portfolio in connection with such Portfolio’s compliance with its investment objectives, policies and ~~this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933~~restrictions, as ~~amended,~~ set forth in such Portfolio’s current Prospectus(es) and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information~~”); and vii~~. The ~~Investment Advisory Agreement~~Sub-Adviser shall also cooperate with and provide sufficient information to the Manager to assist the Manager in its monitoring of the investment activities and portfolio holdings of each Portfolio in connection with the Portfolios’ overall compliance with the 1940 Act, each Portfolio’s compliance with the investment objectives, policies and restrictions of such Portfolio as set forth in its current Prospectus(es) and Statement of Additional Information and each Portfolio’s satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. ~~The Adviser and~~ Notwithstanding the investment discretion delegated to the Sub-Adviser ~~further agree that~~ in ~~fulfilling its obligations~~paragraph (a) of this Section, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and shall act on any ~~other sub-adviser~~ instructions of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board Manager with respect to the ~~implementation~~ investment activities of each Portfolio to ensure the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent Portfolios’ compliance with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersforegoing. b. (c) The Sub-Adviser, at its expense, either directly or through others selected by it, will furnish (i) all necessary investment and management facilities, including salaries of ~~personnel~~ personnel, required for it to execute its duties ~~faithfully,~~ hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy~~ Portfolios, including verification and oversight of the pricing of the portfolio securities and other instruments comprising each Portfolio’s portfolio (but excluding determination of net asset value and shareholder accounting services). (d) In the selection of brokers or dealers and the placing of orders for the ~~Trust. c. The Sub-Adviser is authorized to make decisions to buy~~ purchase and ~~sell options~~ sale of portfolio investments for ~~the Trust’s portfolio~~each Portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in shall seek to obtain for each Portfolio the ~~exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best~~ most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and ~~in selecting~~ research services as described below. In using its best efforts to obtain for each Portfolio the ~~broker-dealer to execute a particular transaction~~most favorable price and execution available, the Sub-~~adviser~~ Adviser, bearing in mind such Portfolio’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may ~~also consider~~ determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker or dealer that provides brokerage and research services ~~(as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer~~ to ~~the Trust and/or other accounts serviced by~~ the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services~~ Adviser an amount of commission for ~~executing~~ effecting a portfolio investment transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that ~~transaction if~~transaction, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such ~~broker-dealer~~ broker or dealer, viewed in terms of either that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser~~ such Portfolio and to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-~~Adviser,~~ Adviser as to which the Sub-Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Adviser that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the ~~extent~~ account of each Portfolio that is permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Section 11(a) of the ~~options so purchased or sold~~Securities Exchange Act of 1934 and the rules and regulations thereunder, as ~~well as~~ amended from time to time (the ~~allocation~~ “1934 Act”). (e) The Sub-Adviser shall not be obligated to pay any expenses of ~~expenses incurred in~~ or for the ~~transaction, will be made~~ Portfolios or the Manager not expressly assumed by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to ~~the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder~~this Section 1.

Appears in 1 contract

Samples: Sub Advisory Agreement (Premier Multi-Series VIT)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. The Sub-Adviser will manage the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the Allocated Portion, subject always to the ~~oversight~~ direction and ~~supervision~~ control of the Trustees of the Trust and the Manager and in accordance with the provisions of the Trust’s ~~Board of Trustees (~~registration statement, as amended from time to time. Unless and until the “Board”) and the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice Portfolio delivers any such amendment or supplement to the Sub-Adviser, the ~~Adviser, or~~ Sub-Adviser shall be fully protected in relying on the Prospectus and Statement of Additional information and any ~~of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated~~ supplements thereto previously furnished to the Sub-~~Adviser under this Agreement~~Adviser. ~~Subject~~ In fulfilling its obligations to manage the ~~foregoing, the Sub-Adviser will provide options~~ investment ~~research and conduct a continuous program of options evaluation, investment, sales~~ and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligationsAllocated Portion, the Sub-Adviser will: i. (i) obtain and evaluate pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion or are under consideration for inclusion in the Allocated Portion; (ii) formulate and implement a continuous investment program ~~relating to~~ for the ~~Trust’s Option Strategy~~ Allocated Portion (a) consistent with the investment ~~objectives~~ objectives, policies and ~~related investment policies for~~ restrictions of the ~~Trust~~ Portfolio as ~~described~~ stated in the Trust’s ~~Registration Statement~~Agreement and Declaration of Trust, By-Laws, and such Portfolio’s currently effective Prospectus and SAI as amended from time to time, and (b) in compliance with the requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and L of the Internal Revenue Code of 1986, as amended; ~~ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy;~~ (iii. ) take whatever ~~reasonable~~ steps are necessary to implement ~~these~~ the investment ~~programs~~ program for the Allocated Portion by arranging for the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of ~~options~~ securities and other investments, including issuing directives to the administrator of the Trust as necessary for the ~~Trust related to the~~ appropriate implementation of the ~~Option Strategy~~investment program of the Allocated Portion; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees of the Trust and the Sub-Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; (v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all portfolio securities and other investments/assets in the Allocated Portion, as necessary, and , where requested, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Allocated Portion for which market quotations are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning the Sub-Adviser’s prior performance in the Prospectus and the SAI of the Portfolio and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and SAI of the Trust filed with the SEC and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the reasonable written instructions of the Manager. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager will provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document on a timely basis. D. In furnishing services hereunder, the Sub-Adviser will ~~arrange for~~ not consult with any other sub-adviser to (i) the ~~transmission to the custodian for the Trust~~ Portfolio, (~~the “Custodian”~~ii) ~~on a daily basis such confirmation, trade tickets, and~~ any other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets Portfolio of the Trust ~~for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from~~ or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others.(iii) any other b. E. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary ~~investment~~ facilities and ~~management facilities~~personnel, including ~~salaries~~ salaries, expenses and fees of any personnel required for it them to ~~execute its~~ perform their duties ~~faithfully,~~ under this Agreement; and (ii) administrative facilities, including bookkeeping, ~~clerical personnel~~ and all equipment necessary for the efficient conduct of the Sub-Adviser’s ~~implementation of the Option Strategy for the Trust~~duties under this Agreement. c. F. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be directed at all times to seek to ~~obtain the best execution~~ execute transactions for the ~~Trust~~Allocated Portion (i) in accordance with any written policies, ~~taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction~~ practices or procedures that may be ~~less favorable than that available~~ established by the Board of Trustees or the Manager from ~~another broker-dealer if the difference is reasonably justified, in the judgment of~~ time to time and which have been provided to the Sub-Adviser in ~~the exercise of its fiduciary obligations to~~ advance on a timely basis or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, ~~by other aspects~~ in the name of the ~~portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction~~Allocated Portion or its nominees, the Sub-~~adviser may also consider~~ Adviser shall use its commercially reasonable best efforts to obtain for the ~~brokerage~~ Allocated Portion “best execution”, considering all of the relevant circumstances, and ~~research services (as those terms are used~~ shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (~~the~~ “~~1934~~ Exchange Act”)) ~~provided by~~ cause the Allocated Portion to pay a broker or dealer that ~~broker-dealer~~ provides brokerage or research services to the ~~Trust and/or other accounts serviced by~~ Manager, the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage~~ Adviser and ~~research services~~ the Allocated Portion an amount of commission for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in ~~relation~~ relationship to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the AdviserAllocated Portion or its other advisory clients. To the extent ~~consistent with these standards~~authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-Adviser ~~is further authorized~~ shall not be deemed to ~~allocate~~ have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution and applicable laws, rules, and regulations, the ~~orders placed by it on behalf~~ Board of Trustees or the ~~Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ Manager may direct the Sub-Adviser ~~shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly~~ to ~~the Trust’s Board indicating the~~ effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which ~~such allocations have been made and~~ the ~~basis therefor~~Trust is required to arrange payment. d. H. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the ~~Trust as well as other clients of~~ Allocated Portion, the Sub-Adviser, ~~the Sub-Adviser~~ to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. ~~In such event, allocation~~ Allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the ~~Trust~~ Allocated Portion over time. The Manager agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other ~~clients~~entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. e. I. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. J. The Sub-Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies in accordance with the Sub-Adviser’s policies and procedures, converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization. The contrary notwithstanding, the parties agree that the Sub-Adviser will not be responsible for filing, or taking any other actions, related to class action claims involving securities held by the Allocated Portion. The Sub-Adviser, however, will promptly respond to any and all requests for information to assist the Manager in connection with any such claims.

Appears in 1 contract

Samples: Investment Advisory Agreement (Eq Advisors Trust)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. The Sub-Adviser will manage the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the Allocated Portion, subject always to the ~~oversight~~ direction and ~~supervision~~ control of the Trustees of the Trust and the Manager and in accordance with the provisions of the Trust’s ~~Board of Trustees (~~registration statement, as amended from time to time. Unless and until the “Board”) and the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice Portfolio delivers any such amendment or supplement to the Sub-Adviser, the ~~Adviser, or~~ Sub-Adviser shall be fully protected in relying on the Prospectus and Statement of Additional information and any ~~of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated~~ supplements thereto previously furnished to the Sub-~~Adviser under this Agreement~~Adviser. ~~Subject~~ In fulfilling its obligations to manage the ~~foregoing, the Sub-Adviser will provide options~~ investment ~~research and conduct a continuous program of options evaluation, investment, sales~~ and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligationsAllocated Portion, the Sub-Adviser will: i. (i) obtain and evaluate pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion or are under consideration for inclusion in the Allocated Portion; (ii) formulate and implement a continuous investment program ~~relating to~~ for the ~~Trust’s Option Strategy~~ Allocated Portion (a) consistent with the investment ~~objectives~~ objectives, policies and ~~related investment policies for~~ restrictions of the ~~Trust~~ Portfolio as ~~described~~ stated in the Trust’s ~~Registration Statement~~Agreement and Declaration of Trust, By-Laws, and such Portfolio’s currently effective Prospectus and SAI as amended from time to time, and (b) in compliance with the requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and L of the Internal Revenue Code of 1986, as amended; ~~ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy;~~ (iii. ) take whatever ~~reasonable~~ steps are necessary to implement ~~these~~ the investment ~~programs~~ program for the Allocated Portion by arranging for the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of ~~options~~ securities and other investments, including issuing directives to the administrator of the Trust as necessary for the ~~Trust related to the~~ appropriate implementation of the ~~Option Strategy~~investment program of the Allocated Portion; (iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees of the Trust and the Sub-Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; (v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all portfolio securities and other investments/assets in the Allocated Portion, as necessary, and , where requested, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Allocated Portion for which market quotations are not readily available; (vi) provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning the Sub-Adviser’s prior performance in the Prospectus and the SAI of the Portfolio and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and SAI of the Trust filed with the SEC and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the reasonable written instructions of the Manager. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager will provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document on a timely basis. D. In furnishing services hereunder, the Sub-Adviser will ~~arrange for~~ not consult with any other sub-adviser to (i) the ~~transmission to the custodian for~~ Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the ~~“Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel,~~ Trust concerning transactions of the Portfolio in securities or other ~~numbers that identify options~~ assets. (This shall not be deemed to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, prohibit the Sub-Adviser ~~will arrange for the prompt transmission~~ from consulting with any of ~~the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian~~ its affiliated persons concerning transactions in ~~determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options~~ securities or other ~~assets of the Trust for which~~ assets. This shall also not be deemed to prohibit the Sub-Adviser ~~is responsible and for which the Custodian seeks assistance~~ from ~~or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent~~ consulting with ~~the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value~~ any of the ~~Trust’s portfolio~~ other covered sub-advisers concerning compliance with paragraphs (a) and (b) of ~~options for which the Sub~~rule 12d3-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others1.) b. E. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary ~~investment~~ facilities and ~~management facilities~~personnel, including ~~salaries~~ salaries, expenses and fees of any personnel required for it them to ~~execute its~~ perform their duties ~~faithfully,~~ under this Agreement; and (ii) administrative facilities, including bookkeeping, ~~clerical personnel~~ and all equipment necessary for the efficient conduct of the Sub-Adviser’s ~~implementation of the Option Strategy for the Trust~~duties under this Agreement. c. F. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be directed at all times to seek to ~~obtain the best execution~~ execute transactions for the ~~Trust~~Allocated Portion (i) in accordance with any written policies, ~~taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction~~ practices or procedures that may be ~~less favorable than that available~~ established by the Board of Trustees or the Manager from ~~another broker-dealer if the difference is reasonably justified, in the judgment of~~ time to time and which have been provided to the Sub-Adviser in ~~the exercise of its fiduciary obligations to~~ advance on a timely basis or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, ~~by other aspects~~ in the name of the ~~portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction~~Allocated Portion or its nominees, the Sub-~~adviser may also consider~~ Adviser shall use its commercially reasonable best efforts to obtain for the ~~brokerage~~ Allocated Portion “best execution”, considering all of the relevant circumstances, and ~~research services (as those terms are used~~ shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Board of Trustees, Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (~~the~~ “~~1934~~ Exchange Act”)) ~~provided by~~ cause the Allocated Portion to pay a broker or dealer that ~~broker-dealer~~ provides brokerage or research services to the ~~Trust and/or other accounts serviced by~~ Manager, the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage~~ Adviser and ~~research services~~ the Allocated Portion an amount of commission for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in ~~relation~~ relationship to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the AdviserAllocated Portion or its other advisory clients. To the extent ~~consistent with these standards~~authorized by Section 28(e) and the Trust’s Board of Trustees, the Sub-Adviser ~~is further authorized~~ shall not be deemed to ~~allocate~~ have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution and applicable laws, rules, and regulations, the ~~orders placed by it on behalf~~ Board of Trustees or the ~~Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ Manager may direct the Sub-Adviser ~~shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly~~ to ~~the Trust’s Board indicating the~~ effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which ~~such allocations have been made and~~ the ~~basis therefor~~Trust is required to arrange payment. d. H. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the ~~Trust as well as other clients of~~ Allocated Portion, the Sub-Adviser, ~~the Sub-Adviser~~ to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. ~~In such event, allocation~~ Allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the ~~Trust~~ Allocated Portion over time. The Manager agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other ~~clients~~entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. e. I. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. J. The Sub-Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies in accordance with the Sub-Adviser’s policies and procedures, converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization. The contrary notwithstanding, the parties agree that the Sub-Adviser will not be responsible for filing, or taking any other actions, related to class action claims involving securities held by the Allocated Portion. The Sub-Adviser, however, will promptly respond to any and all requests for information to assist the Manager in connection with any such claims.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Eq Advisors Trust)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. As an investment adviser to ~~the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~each Fund, the Sub-Adviser shall manage the securities and other assets of a Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the terms of this Agreement and the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision, and control of the Adviser and the Board. B. As part of the services it will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoinghereunder, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall: (i) Determine from time to time what Assets shall be purchased, ~~entered into, sold, closed~~ retained or ~~exchanged for~~ sold by the ~~Trust, when these transactions should be executed, and, consulting with the Adviser~~ Funds and ~~any other sub-adviser to the Trust, regarding the~~ what portion of the ~~assets of the Trust against which options~~ Assets will be ~~written. The Sub-~~invested or held uninvested in cash as is permissible; (ii) Keep the Board and the Adviser ~~will provide the services under this Agreement~~ fully informed in ~~accordance with the Trust’s investment objective or objectives, policies, and restrictions~~ writing on an ongoing basis as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser agreed by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser ~~further agree that in fulfilling its obligations~~of all material facts concerning the investment and reinvestment of the Assets of each Fund, the Sub-Adviser ~~will:~~and its key personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board and the Sub-Adviser will attend meetings with the Adviser and the Board, as reasonably requested, to discuss the foregoing; and ~~i. formulate~~ (iii) Cooperate with and ~~implement a continuous investment program relating~~ provide reasonable assistance to the Adviser, the Trust’s ~~Option Strategy consistent~~ administrator, custodian and foreign custodians, transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the ~~investment objectives and related investment policies~~ efficient exchange of information. C. The Sub-Adviser may place orders for the ~~Trust~~ execution of transactions with or through such brokers, dealers or banks as the Sub-Adviser may select subject to the conditions set forth herein. The Sub-Adviser is directed at all times to seek to execute transactions on behalf of each Fund (i) in accordance with any written policies or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the ~~Trust~~Fund’s ~~Registration Statement; ii~~Prospectus and SAI. ~~regularly consult with~~ When determining the ~~Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary~~ Assets to ~~implement these investment programs~~ be purchased or sold by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option StrategyFunds, the Sub-Adviser ~~will arrange~~ shall use its best efforts to obtain for a Fund “best execution,” considering all of the ~~transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets~~circumstances, and ~~other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options~~ shall maintain records adequate to ~~be purchased or sold on behalf of the Trust, as may be reasonably necessary~~ demonstrate compliance with this requirement. Subject to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “~~1934~~ Exchange Act”)~~) provided~~ , any policies and procedures approved by ~~that broker-dealer to~~ the ~~Trust and/or~~ Board, and other ~~accounts serviced by~~ applicable law, the Sub-~~adviser. The Sub-adviser is authorized~~ Adviser may cause each Fund to pay ~~a broker-dealer who provides such brokerage and research services an amount of commission~~ commissions for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of ~~commission~~ commissions another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the ~~accounts over which the Sub-adviser exercises investment discretion~~Fund or its other advisory clients. The Sub-Adviser will ~~consult with~~ seek best execution under the ~~Adviser to ensure that portfolio transactions on behalf~~ circumstances of the ~~Trust are directed~~ particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness to ~~broker~~the Sub-~~dealers on~~ Adviser (the ~~basis~~ determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). The Sub-Adviser may aggregate sales and purchase orders of ~~criteria reasonably considered appropriate~~ securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. To The Adviser understands and agrees that when such aggregation does occur the ~~extent consistent with these standards~~actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is ~~further authorized to allocate~~ an “affiliated person” (as defined under the ~~orders placed by it on behalf~~ Investment Company Act) of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall ~~determine consistent~~ provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the ~~standards~~Adviser. D. The Adviser understands and agrees and has advised the Board that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients that may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for a particular Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have similar investment objectives (and will hold the same investments) as the Funds, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. X. Xxxxx to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of each Fund’s Prospectus and SAI, the Trust Instrument of the Trust and Bylaws and other relevant policies and procedures adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications, or supplements to the foregoing documents and the Sub-Adviser will ~~report on said allocation regularly~~ not need to comply until a copy has been provided to the ~~Trust’s Board indicating~~ Sub-Adviser. Prior to the ~~broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when~~ commencement of operations, the Sub-Adviser ~~deems~~ will provide the ~~purchase or sale of an option to be in the best interest~~ Adviser with copies of the ~~Trust~~ Sub- Adviser’s current policies and procedures that relate to the Sub-Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4) 7 under the Advisers Act. The Sub-Adviser’s Chief Compliance Officer shall provide to the Adviser’s Chief Compliance Officer or his or her delegate the following: (i) A report of any material changes to the Sub-Adviser’s policies and procedures described in Section 3(E) above on a quarterly basis; (ii) A report of any “material compliance matters,” as ~~well as other clients~~ defined by Rule 38a 1 under the Investment Company Act, that have occurred in connection with the Sub-Adviser’s policies and procedures on a quarterly basis; (iii) a summary of the Sub-Adviser, ’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of the Sub-~~Adviser~~ Adviser’s policies and procedures pursuant to Rule 206(4) 7 under the ~~extent permitted by applicable laws~~ Advisers Act; and (iv) An annual certification regarding the Sub-Adviser’s compliance with Rule 206(4) 7 under the Advisers Act and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Section 38a 1 of the ~~options so purchased or sold~~Investment Company Act, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clientsforegoing sub paragraphs (i) through (iii). e. F. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain and preserve all accounts, ~~books~~ books, and records with respect to the ~~Option Strategy~~ Assets of each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ the Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. The Sub-Adviser agrees that all records it maintains on behalf of the Assets are property of the applicable Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Sub-Adviser shall retain a copy of such records. G. The Sub-Adviser will furnish, at its expense, all necessary facilities and personnel, including personnel compensation, expenses and fees required for the Sub-Adviser to perform its duties under this Agreement, administrative facilities, including operations and bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. H. The Sub-Adviser shall reasonably cooperate with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or the Adviser brought by any governmental or regulatory authorities. I. In the performance of its duties under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets which it sub-advises. J. The Sub-Adviser will not be responsible for proxy voting or any corporate actions relating to the Assets, including administrative filings, such as proofs or claims in class actions. K. The fair valuation of securities in a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such security.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Funds Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. (a) Subject always to the control of the Trustees of the Trust and to such policies as the Trustees may determine, and to the oversight ~~and supervision~~ of the ~~Trust’s Board~~ Manager, the Sub-Adviser will, at its expense, furnish continuously an investment program for each series of ~~Trustees~~ the Trust listed from time to time on Schedule A to this Agreement (each a “Fund” and, collectively, the “~~Board~~Funds”) and will make investment decisions on behalf of each Fund and place all orders for the ~~Adviser~~purchase and sale of portfolio securities or other investments (together, ~~and subject to~~ “Investments”) for each Fund. In the ~~other provisions~~ performance of ~~this Agreement~~its duties, the Sub-Adviser will ~~provide a continuous investment program relating to~~ comply with (i) the ~~Trust’s Option Strategy. Subject to approval~~ provisions of the ~~Board~~ Agreement and ~~notice to the Sub-Adviser, the Adviser, or any~~ Declaration of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment Trust of the Trust~~’s assets by determining~~ , as amended or restated (the ~~options strategy that~~ “Declaration”) and the ~~Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for~~ Bylaws of the Trust, ~~when these transactions should be executed~~as amended or restated (the “Bylaws”), ~~and, consulting with the Adviser~~ and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trusteach Fund’s stated investment ~~objective or~~ objectives, ~~policies,~~ policies and restrictions as ~~stated~~ set forth in ~~the Trust’s Registration Statement~~ its prospectus(es), including any summary prospectus, and statement of additional information, each as amended or supplemented, and as then in effect and filed with the Securities and Exchange Commission (collectively, the “~~SEC~~Prospectus”)) and (ii) with such other policies that the Trustees of the Trust or the Manager, as ~~amended (~~the ~~“Registration Statement”)~~ case may be, may from time to time determine as ~~they relate to the Option Strategy, copies of which shall be sent~~ promptly as practicable after such policies have been communicated to the Sub-Adviser ~~by the Adviser prior to the commencement of this Agreement and promptly following any such amendment~~in writing. ~~In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the~~ The Sub-Adviser ~~copies of each of~~ shall make its officers and employees available to the ~~following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall~~ Manager from time to time ~~be amended, is herein called~~ at the ~~“Agreement~~ reasonable request of the Manager to review the investment policies and ~~Declaration~~ strategies of ~~Trust”); ii~~each Fund and to consult with the Manager regarding the investment affairs of each Fund. The ~~Trust~~Sub-Adviser shall also render to the Trustees of the Trust such periodic and special reports as the Trustees or the Manager reasonably request with respect to matters relating to the performance of the Sub-Adviser’s byservices and duties under this Agreement. (b) The Sub-~~laws~~ Adviser shall be responsible for daily monitoring of the investment activities and ~~all amendments thereto (~~Investments in each Fund’s portfolio in connection with such ~~By-laws~~Fund’s compliance with its investment objectives, policies and restrictions, as ~~presently~~ set forth in ~~effect~~ such Fund’s Prospectus. The Sub-Adviser shall also cooperate with and ~~as they shall from time~~ provide sufficient information to ~~time be amended, are herein called~~ the ~~“By-Laws); iii. Resolutions of~~ Manager and/or the Trust’s ~~Board of Trustees~~ then current administrator (the “~~Trustees~~Administrator”) ~~authorizing~~ to assist the ~~appointment~~ Manager and/or the Administrator in its or their monitoring of the ~~Adviser as~~ investment activities and portfolio holdings of each Fund in connection with the ~~investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust~~Fund’s ~~Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and~~ overall compliance with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the “~~Investment Company~~ 1940 Act”), ~~including all exhibits thereto~~each Fund’s compliance with its investment objectives, policies and restrictions as set forth in the Fund’s Prospectus, and ~~all pre- and post-effective amendments thereto; v. The Trust~~each Fund’s ~~most recent prospectus (such prospectus~~ satisfaction of quarterly diversification requirements for qualification as ~~presently in effect~~a regulated investment company under the Internal Revenue Code of 1986, as amended from time to time, and ~~all amendments~~ the rules and ~~supplements thereto are herein called~~ regulations thereunder. Notwithstanding the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and investment discretion delegated to the Sub-Adviser ~~further agree that~~ in ~~fulfilling its obligations~~paragraph (a) of this Section 1, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and shall act on any ~~other sub-adviser~~ instructions of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board Manager with respect to the ~~implementation~~ investment activities of each Fund to promote the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent Funds’ compliance with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersforegoing. b. (c) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of ~~personnel~~ personnel, required for it to execute its duties ~~faithfully,~~ hereunder as reasonably expected and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy~~ Fund, including verification and oversight of the pricing of the Investments in each Fund’s portfolio (but excluding determination of net asset value and shareholder accounting services). (d) In the selection of brokers or dealers and the placing of orders for the ~~Trust. c. The Sub-Adviser is authorized to make decisions to buy~~ purchase and ~~sell options~~ sale of Investments for ~~the Trust’s portfolio~~each Fund, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in shall seek to obtain for each Fund the ~~exercise of its fiduciary obligations~~ most favorable price and execution available, except to the ~~Trust, by other aspects of the portfolio execution~~ extent it may be permitted to pay higher brokerage commissions for brokerage and research services ~~offered~~as described below. In ~~evaluating~~ obtaining for a Fund the best execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in ~~selecting~~ other transactions. Subject to such policies as the ~~broker-dealer to execute a particular transaction~~Trustees may determine, the Sub-~~adviser may also consider the~~ Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services ~~(as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer~~ to ~~the Trust and/or other accounts serviced by~~ the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services~~ Adviser an amount of commission for ~~executing~~ effecting a portfolio investment transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that ~~transaction if~~transaction, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such ~~broker-dealer~~ broker or dealer, viewed in terms of either that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to such Fund and to other clients of the ~~accounts over~~ Sub-Adviser as to which the Sub-~~adviser~~ Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Adviser that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of each Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, as amended from time to time (the “1934 Act”). The Sub-Adviser will ~~consult~~ not effect investments on account of a Fund with or through the ~~Adviser to ensure that portfolio transactions on behalf~~ agency of ~~the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser.~~ a person who provides services under any soft commission arrangement. (e) To the extent ~~consistent with these standards~~permitted by applicable law, the Sub-Adviser ~~is further authorized to allocate the~~ may aggregate orders ~~placed by it~~ on behalf of one or more of the ~~Trust~~ Funds with an order for other Funds, investment pools or accounts advised by the Sub-Adviser or affiliates of the Sub-Adviser. Aggregation may on some occasions operate to ~~an affiliated broker~~the advantage of a Fund and on other occasions to the disadvantage of a Fund. (f) Subject to the provisions of the Declaration and Bylaws and the 1940 Act, the Sub-~~dealer. Such allocation~~ Adviser, at its expense, shall be permitted to retain any lawyer, accountant, or any other professional adviser or expert (who may also be an adviser to a Fund) to assist or advise the Sub-Adviser in ~~such amounts~~ relation to the performance of its obligations and ~~proportions as~~ the exercise of its powers under this Agreement and the Sub-Adviser shall ~~determine consistent~~ be entitled to act or rely upon the opinion or advice or any information obtained from any such professional adviser or expert. (g) The Sub-Adviser in its capacity as such shall not hold Investments, monies or other assets on account of a Fund and, except with respect to any responsibilities regarding foreign securities depositories delegated to it by the ~~standards~~Board of Trustees of the Trust and/or the Manager, shall not be responsible under this Agreement for: (a) arranging for any other person (including the Funds’ custodian) to perform those functions; or (b) the performance, acts or defaults of any such other person. The Sub-Adviser shall not be responsible under this Agreement for the provision of any safe custody or settlement services in respect of the Funds’ Investments or documents of title or certificates evidencing title relating thereto. It is agreed that such custody services and settlement services in relation thereto shall be the responsibility of, and shall be provided or arranged by, the Trust or any delegate as may be appointed by the Trust to provide such services. (h) Unless otherwise stated in a Fund’s Prospectus, all investment restrictions applicable to a Fund will apply at the time of investment. A Fund will not violate these limitations unless an excess or deficiency occurs or exists immediately after and as a result of an investment. Except as otherwise required by applicable law, any subsequent change in the percentage of a Fund’s total or net assets invested in certain securities or other Investments resulting from market fluctuations or other changes in a Fund’s total or net assets will not require the Fund to dispose of an Investment unless required by applicable law or until the Sub-Adviser ~~will report on said allocation regularly~~ determines that it is advisable to ~~the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor~~do so. ~~d. On occasions when the Sub-Adviser deems the purchase or sale~~ (i) Notwithstanding any other provision of ~~an option to be in the best interest of the Trust as well as other clients of the Sub-Adviser~~this Agreement, the Sub-Adviser may take or omit to ~~the extent permitted by~~ take any action on account of a Fund in carrying out and discharging its obligations as set out in this Agreement in order to ensure compliance with applicable laws and ~~regulations, may, but shall be under no obligation to, aggregate the options~~ determinations and guidelines of any competent regulatory or fiscal authority having jurisdiction over it issued from time to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the options so purchased or sold, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clientstime. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder.

Appears in 1 contract

Samples: Sub Advisory Agreement (Ashmore Funds)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ (a) As adviser to ~~the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~each Fund, the Sub-Adviser will ~~provide a continuous~~ coordinate the investment ~~program relating~~ and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, each Fund’s Prospectus and Statement of Additional Information and subject to the ~~Trust’s Option Strategy. Subject to approval~~ direction, supervision and control of the ~~Board~~ Investment Adviser and ~~notice to~~ the ~~Sub-Adviser,~~ Trustees of the ~~Adviser, or any~~ Trust. (b) As part of ~~its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to~~ the ~~Sub-Adviser under this Agreement. Subject to the foregoing~~services it will provide hereunder, the Sub-Adviser ~~will provide options investment research~~ will: (i) formulate and ~~conduct~~ implement a continuous investment program and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund by arranging for the purchase and sale of ~~options evaluation, investment, sales~~ securities and other investments; (iii) keep the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of the Sub-Adviser relating thereto, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust’s , and attend meetings with the Investment Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) if requested by the Investment Adviser, provide advice about the fair value of the securities and other investments/assets ~~by determining~~ in the ~~options strategy~~ Fund; provided, however, that the parties acknowledge that the Trust ~~shall pursue~~is responsible for any fair value pricing; and (v) cooperate with and provide reasonable assistance to the Investment Adviser, ~~including which options shall be purchased, entered into, sold, closed or exchanged for~~ the Trust’s administrator, ~~when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to~~ the Trust’s custodian and foreign custodians, ~~regarding~~ the ~~portion of the assets~~ Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust ~~against which options will be written. The~~ and the Investment Adviser, keep all such persons fully informed as to such matters as the Sub-Adviser ~~will~~ considers in good faith to be necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (c) In furnishing services ~~under this Agreement~~ hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the ~~Trust’s investment objective or objectives, policies,~~ following: (i) the then effective Prospectus and ~~restrictions as stated in~~ Statement of Additional Information of the ~~Trust’s Registration Statement~~ Trust filed with the Securities and Exchange Commission (“SEC”)) and delivered to the Sub-Adviser, as the same may be thereafter modified, amended and/or supplemented (“Prospectus and SAI”); (ii) the ~~“Registration Statement”) as they relate~~ Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the ~~Option Strategy~~Trust and the Fund(s); and (iii) any order or no-action letter of the SEC governing the operation of the Trust. Prior to the commencement of the Sub-Adviser’s services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of ~~which shall~~ the Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Trust, and any relevant compliance and other policies and procedures that are adopted by the Board of Trustees and agreed upon with the Sub-Adviser. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents and, except as may be ~~sent~~ required by the Advisers Act or other applicable law or regulation, Sub-Adviser will not need to comply until a copy has been provided to the Sub-Adviser ~~by the Adviser prior to the commencement of this Agreement~~ and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersagreed upon. b. (d) The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary ~~investment~~ facilities and ~~management facilities~~personnel, including ~~salaries~~ salaries, expenses and fees of any personnel required for it them to ~~execute its~~ faithfully perform their duties ~~faithfully,~~ under this Agreement; and (ii) administrative facilities, including ~~bookkeeping~~maintaining records, ~~clerical personnel~~ and all equipment necessary for the efficient conduct of the Sub-Adviser’s ~~implementation of the Option Strategy for the Trust~~duties under this Agreement. c. (e) The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be directed at all times to seek to ~~obtain the best execution~~ execute transactions for each Fund in accordance with applicable federal and state laws and regulations. In placing any orders for the ~~Trust, taking into account the factors specified in the Prospectus and/or Statement~~ purchase or sale of ~~Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified~~investments for each Fund, in the ~~judgment~~ name of the Fund or its nominees, the Sub-Adviser in shall seek to obtain for the ~~exercise of its fiduciary obligations to the Trust, by other aspects~~ Fund “best execution,” considering all of the ~~portfolio execution services offered~~circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In ~~evaluating the best execution available, and in selecting the broker-dealer~~ no instance will Fund securities be purchased from or sold to ~~execute a particular transaction,~~ the Sub-~~adviser~~ Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the Trust and the Fund. (f) The Sub-Adviser is not authorized to engage in “soft-dollar” transactions on behalf of the Funds, except that the Sub-Adviser may ~~also consider the brokerage and research services (as those terms are used~~ engage in transactions permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (~~the~~ “~~1934~~ Exchange Act”)~~) provided by that broker-dealer to~~ , only with the Trust and/or other accounts serviced by the Sub-adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is in excess express written approval of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of either that particular transaction Investment Adviser or in terms of the Sub-adviser’s overall responsibilities with respect to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board ~~indicating the broker-dealers to which such allocations have been made and the basis therefor~~of Trustees. d. (g) On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the ~~Trust~~ Fund(s) as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a ~~more favorable price or lower brokerage commissions~~ fair and reasonable result and efficient execution, provided that the Sub-Adviser does not favor any account over any other account. ~~In such event, allocation~~ Allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to ~~the Trust~~ each Fund and to its other ~~clients~~clients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. (h) The Sub-Adviser will ~~maintain~~provide the Investment Adviser with copies of the Sub-Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Adviser Act. To the extent the Funds are required by the Investment Company Act to adopt any such policy or procedure, the Investment Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by each of the Funds, with ~~respect to its activities on behalf~~ such modifications or additions thereto as the Board of Trustees or Investment Adviser may recommend with the concurrence of the ~~Fund,~~ Sub-Adviser. The Sub-Adviser shall furnish the services hereunder to the Fund in accordance with this Section 3 and such policies and procedures. (i) The Sub-Adviser will maintain all accounts, books and records with respect to ~~the Option Strategy~~ each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the SEC any report on Form 13F or Schedule 13G and any amendments thereto, required by the Exchange Act, with respect to its duties as are set forth herein. (j) The Sub-Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Sub-Adviser’s then-current proxy voting policies (provided such policies have been approved by the Trust’s Board of Trustees), converting, tendering, exchanging or redeeming securities.

Appears in 1 contract

Samples: Sub Advisory Agreement (WisdomTree Trust)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. As an investment adviser to ~~the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~each Fund, the Sub-Adviser shall manage the securities and other assets of a Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the terms of this Agreement and the Fund’s Prospectus and the Fund’s Statement of Additional Information (the “SAI”) (as each may be updated or amended, from time to time) and subject to the direction, supervision, and control of the Adviser and the Board. B. As part of the services it will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoinghereunder, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall: (i) Determine from time to time what Assets shall be purchased, ~~entered into, sold, closed~~ retained or ~~exchanged for~~ sold by the ~~Trust, when these transactions should be executed, and, consulting with the Adviser~~ Funds and ~~any other sub-adviser to the Trust, regarding the~~ what portion of the ~~assets of the Trust against which options~~ Assets will be ~~written. The Sub-~~invested or held uninvested in cash as is permissible; (ii) Keep the Board and the Adviser ~~will provide the services under this Agreement~~ fully informed in ~~accordance with the Trust’s investment objective or objectives, policies, and restrictions~~ writing on an ongoing basis as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser agreed by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser ~~further agree that in fulfilling its obligations~~of all material facts concerning the investment and reinvestment of the Assets of each Fund, the Sub-Adviser ~~will:~~and its key personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board and the Sub-Adviser will attend meetings with the Adviser and the Board, as reasonably requested, to discuss the foregoing; and ~~i. formulate~~ (iii) Cooperate with and ~~implement a continuous investment program relating~~ provide reasonable assistance to the Adviser, the Trust’s ~~Option Strategy consistent~~ administrator, custodian and foreign custodians, transfer agent and pricing agents and all other agents and representatives of the Trust and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the ~~investment objectives and related investment policies~~ efficient exchange of information. C. The Sub-Adviser may place orders for the ~~Trust~~ execution of transactions with or through such brokers, dealers or banks as the Sub-Adviser may select subject to the conditions set forth herein. The Sub-Adviser is directed at all times to seek to execute transactions on behalf of each Fund (i) in accordance with any written policies or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser or (ii) as described in the ~~Trust~~Fund’s ~~Registration Statement; ii~~Prospectus and SAI. ~~regularly consult with~~ When determining the ~~Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary~~ Assets to ~~implement these investment programs~~ be purchased or sold by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option StrategyFunds, the Sub-Adviser ~~will arrange~~ shall use its best efforts to obtain for a Fund “best execution,” considering all of the ~~transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets~~circumstances, and ~~other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options~~ shall maintain records adequate to ~~be purchased or sold on behalf of the Trust, as may be reasonably necessary~~ demonstrate compliance with this requirement. Subject to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “~~1934~~ Exchange Act”)~~) provided~~ , any policies and procedures approved by ~~that broker-dealer to~~ the ~~Trust and/or~~ Board, and other ~~accounts serviced by~~ applicable law, the Sub-~~adviser. The Sub-adviser is authorized~~ Adviser may cause each Fund to pay ~~a broker-dealer who provides such brokerage and research services an amount of commission~~ commissions for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of ~~commission~~ commissions another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in relation to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the ~~accounts over which the Sub-adviser exercises investment discretion~~Fund or its other advisory clients. The Sub-Adviser will ~~consult with~~ seek best execution under the ~~Adviser to ensure that portfolio transactions on behalf~~ circumstances of the ~~Trust are directed~~ particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness to ~~broker~~the Sub-~~dealers on~~ Adviser (the ~~basis~~ determinative factor is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution for a Fund). The Sub-Adviser may aggregate sales and purchase orders of ~~criteria reasonably considered appropriate~~ securities or derivatives held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser if, in the Sub-Adviser’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Fund. To The Adviser understands and agrees that when such aggregation does occur the ~~extent consistent with these standards~~actual prices obtained will be averaged and the applicable Fund will be deemed to have purchased or sold its proportionate share of the securities involved at such average price. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is ~~further authorized to allocate~~ an “affiliated person” (as defined under the ~~orders placed by it on behalf~~ Investment Company Act) of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall ~~determine consistent~~ provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the ~~standards~~Adviser. D. The Adviser understands and agrees and has advised the Board that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients that may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for a particular Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have similar investment objectives (and will hold the same investments) as the Funds, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. E. Xxxxx to the commencement of the Sub-Adviser’s services hereunder, the Adviser shall provide the Sub-Adviser with current copies of each Fund’s Prospectus and SAI, the Trust Instrument of the Trust and Bylaws and other relevant policies and procedures adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications, or supplements to the foregoing documents and the Sub-Adviser will ~~report on said allocation regularly~~ not need to comply until a copy has been provided to the ~~Trust’s Board indicating~~ Sub-Adviser. Prior to the ~~broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when~~ commencement of operations, the Sub-Adviser ~~deems~~ will provide the ~~purchase or sale of an option to be in the best interest of the Trust as well as other clients~~ Adviser with copies of the Sub-Adviser, ’s current policies and procedures that relate to the Sub-~~Adviser~~ Adviser’s duties described in this Agreement adopted in accordance with Rule 206(4)-7 under the Advisers Act. The Sub-Adviser’s Chief Compliance Officer shall provide to the ~~extent permitted~~ Adviser’s Chief Compliance Officer or his or her delegate the following: (i) A report of any material changes to the Sub-Adviser’s policies and procedures described in Section 3(E) above on a quarterly basis; (ii) A report of any “material compliance matters,” as defined by ~~applicable laws~~ Rule 38a-1 under the Investment Company Act, that have occurred in connection with the Sub-Adviser’s policies and ~~regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain~~ procedures on a ~~more favorable price or lower brokerage commissions and efficient execution. In such event, allocation~~ quarterly basis; (iii) a summary of the ~~options so purchased or sold~~Sub-Adviser’s Chief Compliance Officer’s report identifying the material compliance matters relevant to the Funds with respect to the annual review of the Sub-Adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) An annual certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 of the Investment Company Act, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clientsforegoing sub paragraphs (i) through (iii). e. F. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain and preserve all accounts, ~~books~~ books, and records with respect to the ~~Option Strategy~~ Assets of each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ the Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act, with respect to its duties as are set forth herein. The Sub-Adviser agrees that all records it maintains on behalf of the Assets are property of the applicable Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Sub-Adviser shall retain a copy of such records. G. The Sub-Adviser will furnish, at its expense, all necessary facilities and personnel, including personnel compensation, expenses and fees required for the Sub-Adviser to perform its duties under this Agreement, administrative facilities, including operations and bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. H. The Sub-Adviser shall reasonably cooperate with the Adviser and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, a Fund or the Adviser brought by any governmental or regulatory authorities. I. In the performance of its duties under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets which it sub-advises. J. The Sub-Adviser will not be responsible for proxy voting or any corporate actions relating to the Assets, including administrative filings, such as proofs or claims in class actions. K. The fair valuation of securities in a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such security.

Appears in 1 contract

Samples: Sub Advisory Agreement (Hennessy Funds Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. (a) Subject always to the direction and oversight ~~and supervision~~ of the ~~Trust’s Board~~ Trustees of ~~Trustees~~ AllianzGI Institutional Multi-Series Trust (the “~~Board~~Trust”) ), a Massachusetts business trust, and the ~~Adviser, and subject to the other provisions of this Agreement~~Manager, the Sub-Adviser ~~will provide a continuous~~ will, at its expense, either directly or through others selected by it, furnish continuously an investment program ~~relating to the Trust’s Option Strategy. Subject to approval~~ for each series of the ~~Board~~ Trust identified from time to time on Schedule A to this Agreement (each a “Portfolio” and ~~notice to~~ together the ~~Sub-Adviser,~~ “Portfolios”) and will make investment decisions on behalf of the ~~Adviser,~~ Portfolios and place all orders for the purchase and sale of portfolio securities or ~~any~~ other investments. In the performance of its ~~affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing~~duties, the Sub-Adviser (1) will ~~provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment~~ comply with the provisions of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and ~~all~~ Bylaws, including any amendments or restatements thereto (upon receipt of such ~~agreement~~amendments or restatements by the Sub-Adviser), and the investment objectives, policies and restrictions of each Portfolio as set forth in its current Private Placement Memorandum(s) and Statement of Additional Information (copies of which will be supplied by the Manager to the Sub-Adviser upon filing with the Securities and Exchange Commission (the “SEC”)), (2) will use its best efforts to safeguard and promote the welfare of each Portfolio and (3) will comply with other policies that the Trustees or the Manager, as ~~presently in effect and as it shall~~ the case may be, may from time to time ~~be amended, is herein called~~ determine as promptly as practicable after such policies have been communicated to the ~~“Agreement and Declaration of Trust”); ii~~Sub-Adviser in writing. The ~~Trust’s by~~Sub-~~laws~~ Adviser and ~~all amendments thereto (such By-laws, as presently in effect~~ the Manager shall each make its officers and ~~as they shall~~ employees available to the other from time to time ~~be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as~~ at reasonable times to review the investment ~~manager~~ policies of each Portfolio and to consult with each other and any other sub-adviser(s) to the Portfolios regarding the investment affairs of each Portfolios. (b) The Sub-Adviser shall be responsible, either directly or through others selected by it, for daily monitoring of the investment activities and portfolio holdings of each Portfolio’s portfolio in connection with such Portfolio’s compliance with its investment objectives, policies and restrictions, as ~~investment sub-adviser~~ set forth in such Portfolio’s current Private Placement Memorandum(s) and ~~approving the Investment Advisory Agreement and this Agreement; iv~~Statement of Additional Information. The ~~Trust’s Registration Statement or Statements on Form N-2 under~~ Sub-Adviser shall also cooperate with and provide sufficient information to the ~~Securities Act~~ Manager to assist the Manager in its monitoring of ~~1933, as amended,~~ the investment activities and portfolio holdings of each Portfolio in connection with the Portfolios’ overall compliance with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the “~~Investment Company~~ 1940 Act”), ~~including all exhibits thereto~~each Portfolio’s compliance with the investment objectives, policies and ~~all pre-~~ restrictions of such Portfolio as set forth in its current Private Placement Memorandum(s) and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information~~”); and vii~~, and each Portfolio’s satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. ~~The Investment Advisory Agreement. The Adviser and~~ Notwithstanding the investment discretion delegated to the Sub-Adviser ~~further agree that~~ in ~~fulfilling its obligations~~paragraph (a) of this Section, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and shall act on any ~~other sub-adviser~~ instructions of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board Manager with respect to the ~~implementation~~ investment activities of each Portfolio to ensure the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent Portfolios’ compliance with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersforegoing. b. (c) The Sub-Adviser, at its expense, either directly or through others selected by it, will furnish (i) all necessary investment and management facilities, including salaries of ~~personnel~~ personnel, required for it to execute its duties ~~faithfully,~~ hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy~~ Portfolios, including verification and oversight of the pricing of the portfolio securities and other instruments comprising each Portfolio’s portfolio (but excluding determination of net asset value and shareholder accounting services). (d) In the selection of brokers or dealers and the placing of orders for the ~~Trust. c. The Sub-Adviser is authorized to make decisions to buy~~ purchase and ~~sell options~~ sale of portfolio investments for ~~the Trust’s portfolio~~each Portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in shall seek to obtain for each Portfolio the ~~exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best~~ most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and ~~in selecting~~ research services as described below. In using its best efforts to obtain for each Portfolio the ~~broker-dealer to execute a particular transaction~~most favorable price and execution available, the Sub-~~adviser~~ Adviser, bearing in mind such Portfolio’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may ~~also consider~~ determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker or dealer that provides brokerage and research services ~~(as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer~~ to ~~the Trust and/or other accounts serviced by~~ the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services~~ Adviser an amount of commission for ~~executing~~ effecting a portfolio investment transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that ~~transaction if~~transaction, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such ~~broker-dealer~~ broker or dealer, viewed in terms of either that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser~~ such Portfolio and to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-~~Adviser,~~ Adviser as to which the Sub-Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Adviser that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the ~~extent~~ account of each Portfolio that is permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Section 11(a) of the ~~options so purchased or sold~~Securities Exchange Act of 1934 and the rules and regulations thereunder, as ~~well as~~ amended from time to time (the ~~allocation~~ “1934 Act”). (e) The Sub-Adviser shall not be obligated to pay any expenses of ~~expenses incurred in~~ or for the ~~transaction, will be made~~ Portfolios or the Manager not expressly assumed by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to ~~the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder~~this Section 1.

Appears in 1 contract

Samples: Sub Advisory Agreement (AllianzGI Institutional Multi-Series Trust)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ A. The Sub-Adviser will manage the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the Allocated Portion, subject always to the ~~oversight~~ direction and ~~supervision~~ control of the Trustees and the Manager and in accordance with the provisions of the Trust’s ~~Board of Trustees (~~registration statement, as amended from time to time. Unless and until the “Board”) and the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice Portfolio delivers any such amendment or supplement to the Sub-Adviser, the ~~Adviser, or~~ Sub-Adviser shall be fully protected in relying on the Prospectus and Statement of Additional Information (“SAI”) and any ~~of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated~~ supplements thereto previously furnished to the Sub-~~Adviser under this Agreement~~Adviser. ~~Subject~~ In fulfilling its obligations to manage the ~~foregoing~~investment and reinvestment of the assets of the Allocated Portion, the Sub-Adviser ~~will provide options investment research~~ will: (i) obtain and ~~conduct~~ evaluate pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion or are under consideration for inclusion in the Allocated Portion; (ii) formulate and implement a continuous investment program ~~of options evaluation~~for the Allocated Portion (a) consistent with the investment objectives, ~~investment, sales~~ policies and ~~reinvestment~~ restrictions of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions Portfolio as stated in the Trust’s Agreement and Declaration of Trust, By-Laws, and such Portfolio’s currently effective Registration ~~Statement~~ Statement, containing the Prospectus and SAI as amended from time to time, and (b) in compliance with the requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and L of the Internal Revenue Code of 1986, as amended; (iii) take whatever steps necessary to implement the investment program for the Allocated Portion by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Allocated Portion; (iv) keep the Trustees and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Sub-Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Sub-Adviser and its key investment personnel and operations, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees and the Sub-Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing; (v) in accordance with procedures and methods established by the Trustees, which may be amended from time to time, provide assistance in determining the fair value of all portfolio securities and other investments/assets in the Allocated Portion, as necessary, and , where requested, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Allocated Portion for which market quotations are not readily available; (vi) to the extent permissible, provide any and all material composite performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Allocated Portion that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning the Sub-Adviser’s prior performance in the Prospectus and the SAI of the Portfolio and any permissible reports and materials prepared by the Portfolio or its agent; and (vii) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust’s Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Registration Statement, containing the Prospectus and SAI of the Trust filed with the Securities and Exchange Commission (“SEC”)) and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the ~~“Registration Statement”) as they relate~~ Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the ~~Option Strategy~~Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the reasonable written instructions of the Manager. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of ~~which shall be sent~~ the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Trustees. The Manager will provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document on a timely basis. Notwithstanding any of the foregoing, until the delivery to the Sub-Adviser ~~by the Adviser prior~~ of any amendments, modifications or supplements to ~~the commencement of this Agreement and promptly following~~ any such ~~amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub~~above-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligationsmentioned documents, the Sub-Adviser ~~will:~~shall not be responsible for any such amendments, modifications or supplements. i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option StrategyD. In furnishing services hereunder, the Sub-Adviser will ~~arrange for~~ not consult with any other sub-adviser to (i) the ~~transmission to the custodian for~~ Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the ~~“Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel,~~ Trust concerning transactions of the Portfolio in securities or other ~~numbers that identify options~~ assets. (This shall not be deemed to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, prohibit the Sub-Adviser ~~will arrange for the prompt transmission~~ from consulting with any of ~~the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian~~ its affiliated persons concerning transactions in ~~determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options~~ securities or other ~~assets of the Trust for which~~ assets. This shall also not be deemed to prohibit the Sub-Adviser ~~is responsible and for which the Custodian seeks assistance~~ from ~~or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent~~ consulting with ~~the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value~~ any of the ~~Trust’s portfolio~~ other covered sub-advisers concerning compliance with paragraphs (a) and (b) of ~~options for which~~ rule 12d3-1 under the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersInvestment Company Act.) b. E. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary ~~investment~~ facilities and ~~management facilities~~personnel, including ~~salaries~~ salaries, expenses and fees of any personnel required for it them to ~~execute its~~ perform their duties ~~faithfully,~~ under this Agreement; and (ii) administrative facilities, including bookkeeping, ~~clerical personnel~~ and all equipment necessary for the efficient conduct of the Sub-Adviser’s ~~implementation of the Option Strategy for the Trust~~duties under this Agreement. c. F. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be directed at all times to seek to ~~obtain the best execution~~ execute transactions for the ~~Trust~~Allocated Portion (i) in accordance with any written policies, ~~taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction~~ practices or procedures that may be ~~less favorable than that available~~ established by the Trustees or the Manager from ~~another broker-dealer if the difference is reasonably justified, in the judgment of~~ time to time and which have been provided to the Sub-Adviser in ~~the exercise of its fiduciary obligations to~~ advance on a timely basis or (ii) as described in the Trust’s then current Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, ~~by other aspects~~ in the name of the ~~portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction~~Allocated Portion or its nominees, the Sub-~~adviser may also consider~~ Adviser shall use its commercially reasonable best efforts to obtain for the ~~brokerage~~ Allocated Portion “best execution”, considering all of the relevant circumstances, and ~~research services (as those terms are used~~ shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio. G. Subject to the appropriate policies and procedures approved by the Trustees, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (~~the~~ “~~1934~~ Exchange Act”)) ~~provided by~~ cause the Allocated Portion to pay a broker or dealer that ~~broker-dealer~~ provides brokerage or research services to the ~~Trust and/or other accounts serviced by~~ Manager, the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage~~ Adviser and ~~research services~~ the Allocated Portion an amount of commission for ~~executing~~ effecting a portfolio transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that transaction ~~if, but only if,~~ if the Sub-~~adviser determines~~ Adviser determines, in good ~~faith~~ faith, that such amount of commission ~~was~~ is reasonable in ~~relation~~ relationship to the value of ~~the~~ such brokerage ~~and~~ or research services provided ~~by such broker-dealer~~ viewed in terms of ~~either~~ that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities ~~with respect~~ to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the AdviserAllocated Portion or its other advisory clients. To the extent ~~consistent with these standards~~authorized by Section 28(e) of the Exchange Act and the Trustees, the Sub-Adviser ~~is further authorized~~ shall not be deemed to ~~allocate~~ have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution and applicable laws, rules, and regulations, the ~~orders placed by it on behalf of~~ Trustees or the ~~Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as~~ Manager may direct the Sub-Adviser ~~shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly~~ to ~~the Trust’s Board indicating the~~ effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which ~~such allocations have been made and~~ the ~~basis therefor~~Trust is required to arrange payment. d. H. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the ~~Trust as well as other clients of~~ Allocated Portion, the Sub-Adviser, ~~the Sub-Adviser~~ to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. ~~In such event, allocation~~ Allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the ~~Trust~~ Allocated Portion over time. The Manager agrees that Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges that Sub-Adviser and its affiliates are fiduciaries to other ~~clients~~entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion. e. I. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Allocated Portion as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. J. The Sub-Adviser will, unless and until otherwise directed by the Manager or the Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies in accordance with the Sub-Adviser’s policies and procedures, converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization. The contrary notwithstanding, the parties agree that the Sub-Adviser will not be responsible for filing, or taking any other actions, related to class action claims involving securities held by the Allocated Portion. The Sub-Adviser, however, will promptly respond to any and all requests for information to assist the Manager in connection with any such claims.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Eq Advisors Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. A. Subject to the ~~oversight~~ supervision and ~~supervision~~ direction of the ~~Trust’s Board of~~ Trustees ~~(the “Board”) and~~ or the Adviser~~, and subject to the other provisions of this Agreement~~, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement (a) act in ~~accordance~~ strict conformity with the Trust’s ~~investment objective or objectives~~Declaration of Trust, ~~policies, and restrictions as stated in~~ the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, ~~as amended, and~~ the Investment Company Act of 1940, as amended (the “~~Investment Company~~ 1940 Act”~~), including all exhibits thereto,~~ ) and ~~all pre-~~ the Advisers Act; (b) manage the Fund and ~~post-effective amendments thereto; v. The Trust~~furnish a continual investment program for the Fund in accordance with the Fund’s ~~most recent prospectus (such prospectus~~ investment objective and policies as ~~presently~~ described in ~~effect,~~ the Fund’s Prospectus and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); ~~and vii. The Investment Advisory Agreement. The~~ (c) make investment decisions for the Fund; (d) provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services; (e) provide supervision of Fund assets and shall determine from time to time what investments and securities will be purchased for the Fund, what securities will be held or sold by the Fund, and what securities will be invested or held un-invested as cash; and (f) provide asset allocations and investment policies to the Adviser and ~~the Sub-Adviser further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating~~ to the Trust~~’s Option Strategy consistent with the investment objectives and related investment policies for the Trust~~ , as ~~described in the Trust’s Registration Statement; ii~~requested. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option StrategyIn addition, the Sub-Adviser will ~~arrange for the transmission~~ furnished to the ~~custodian for~~ Trust and to the Adviser whatever statistical information the Trust (or the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as Adviser may be reasonably ~~necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities~~ request with respect to the ~~Trust. With respect to options to be settled through~~ securities that the ~~Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi~~Fund may hold or contemplate purchasing. The Sub-Adviser shall initially determine the identity and number of securities that will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided be applicable that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services day to redemption requests received for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund ~~are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which~~ as may be ~~based on input from~~ necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the ~~Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it~~ Fund’s custodian with respect to ~~execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for~~ such designations). Prior to the ~~efficient conduct~~ commencement of the Sub-Adviser’s ~~implementation~~ services hereunder, the Adviser shall provide the Sub-Adviser with current copies of the ~~Option Strategy for~~ Fund’s Prospectus and Statement of Additional Information. The Adviser undertakes to provide the ~~Trust~~Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to the Fund’s Prospectus and Statement of Additional Information and the Sub-Adviser will not need to comply until a copy has been provided to the Sub-Adviser. c. B. The Sub-Adviser is authorized to ~~make decisions to buy and sell options~~ place orders for the ~~Trust’s portfolio,~~ purchase and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution sale of securities for the ~~Trust~~Fund with or through such brokers, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of dealers or banks as the Sub-Adviser ~~in the exercise of its fiduciary obligations~~ may select and, subject to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “~~1934~~ Exchange Act”)~~) provided by that broker-dealer to the Trust and/or other accounts serviced~~ , review by the ~~Sub-adviser. The Sub-adviser is authorized to~~ Adviser and the Board of the Trust, and other applicable law, may pay ~~a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is~~ commissions on transactions in excess of the amount of ~~commission~~ commissions another ~~broker-~~broker or dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of either that particular transaction or in terms of the Sub-adviser’s overall responsibilities with respect to the accounts over which the Sub-adviser exercises investment discretioncharged. The Sub-Adviser will ~~consult with~~ seek best execution under the ~~Adviser to ensure that portfolio transactions on behalf~~ circumstances of the ~~Trust are directed~~ particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to ~~broker~~the Sub-~~dealers on the basis of criteria reasonably considered appropriate by the~~ Adviser. To The Sub-Adviser may aggregate sales and purchase orders of securities or derivatives held in the ~~extent consistent~~ Fund with ~~these standards,~~ similar orders being made simultaneously for other portfolios managed by the Sub-Adviser ~~is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be~~ if, in ~~such amounts and proportions as~~ the Sub-~~Adviser~~ Adviser’s reasonable judgment, such aggregation shall ~~determine consistent with~~ result in an overall economic benefit to the ~~standards~~Fund, and the Sub-Adviser ~~will report on said allocation regularly to~~ considers the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the options so purchased or sold, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers transaction to be the most equitable and consistent with its fiduciary obligations to the ~~Trust~~ Fund and to ~~its~~ such other clients. e. C. The Adviser understands and agrees that the Sub-Adviser performs investment management services for various clients and may take action with respect to any of its other clients which may differ from action taken or from the timing or nature of action taken by the Sub-Adviser for the Fund. The Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Fund at the same or similar times. D. The Sub-Adviser will ~~maintain~~provide the Adviser with copies of the Sub-Adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act and in connection with its duties under the Agreement, the Sub-Adviser agrees to maintain adequate compliance procedures to ensure compliance with ~~respect~~ the delegations that may be delegated by the Trust’s compliance program adopted under Rule 38a-1 under the 1940 Act, the Fund’s Prospectus and Statement of Additional Information and the 0000 Xxx. To the extent the Fund is required by the 1940 Act to ~~its activities on behalf~~ adopt any such policy or procedure, the Adviser will submit such policy or procedure to the Trust’s Board of Trustees for adoption by the Fund, with such modifications or additions thereto as the Board of Trustees or the Adviser may recommend with the concurrence of the Sub-Adviser. E. The Sub-Adviser will maintain and preserve all accounts, books and records with respect to the ~~Option Strategy~~ Fund as are required of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the ~~Investment Company~~ 1940 Act and ~~Investment~~ the Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the U.S. Securities and Exchange Commission (“SEC”) all forms pursuant to Sections 13F and 13G of the Exchange Act, with respect to its duties as are set forth herein. The Sub-Adviser shall render to the Trust’s Board of Trustees or to the Adviser such periodic and special reports as the Trustees or the Adviser may reasonably request. The Sub-Adviser agrees that all records relating to the services provided under this Agreement are the property of the Fund and will surrender such records promptly to the Trust any of such records upon the Trust’s request. The Sub-Adviser further agrees to preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act. F. The Sub-Adviser will, unless and until otherwise directed by the Adviser, exercise all rights of security holders with respect to securities held by the Fund, including, but not limited to: voting proxies in accordance with the Sub-Adviser’s then-current proxy voting policies. G. The Sub-Adviser will assist the Adviser to provide financial, accounting and statistical information concerning the Sub-Adviser required by the Fund in the preparation of registration statements, reports and other documents required by federal and state securities laws, and such other information as the Fund or the Adviser may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. H. In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Fund’s Prospectuses and Statements of Additional Information and with the instructions and directions of the Adviser and of the Board of Trustees and will conform and comply with the applicable requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, as each is amended from time to time. I. The Sub-Adviser at its expense will make available to the Trustees and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding a Fund and to consult with the Trustees of the Fund and the Adviser regarding the Fund’s investment affairs, including economic, statistical and investment matters related to the Sub-Adviser’s duties hereunder, and will provide periodic reports to the Adviser or the Trustees relating to the investment strategies it employs. The Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officers of, the Adviser and the Trust. J. The Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. The Adviser or the Fund will provide such documents to the Sub-Adviser in a reasonable timeframe prior to the due date. In addition, the Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser or the Fund may reasonably request in order to support and facilitate certifications required to be provided by the Trust’s Principal Executive Officer and Principal Accounting Officer. K. The Sub-Adviser acknowledges that it is responsible for evaluating market quotations are readily available for the Fund’s portfolio securities and whether those market quotations are reliable for purposes of valuing the Fund’s portfolio securities and determining the Fund’s net asset value per share and promptly notifying the Adviser upon occurrence of any significant event with respect to any of the Fund’s portfolio securities in accordance with the requirements of the Trust’s adopted pricing and valuation procedures and the 1940 Act. Upon reasonable request from the Adviser, the Sub-Adviser (through a qualified person) will assist the valuation committee of the Trust or the Adviser in valuing the securities of the Fund as may be required, including making available information of which the Sub-Adviser has knowledge or can obtain.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (ALPS Series Trust)

Services to be Rendered by the Sub-Adviser to the Trust. ~~a. Subject~~ (a) As adviser to ~~the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement~~each Fund, the Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund’s Prospectus and Statement of Additional Information and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust. (b) As part of the services it will provide hereunder, the Sub-Adviser will: (i) formulate and implement a continuous investment program ~~relating~~ and portfolio management compliance and reporting program for each Fund; (ii) take whatever steps it deems necessary or advisable to implement the ~~Trust’s Option Strategy. Subject to approval~~ investment program for each Fund by arranging for the purchase and sale of securities and other investments; (iii) keep the Trustees of the ~~Board~~ Trust and ~~notice to~~ the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of the Sub-Adviser, make regular and periodic special written reports of such additional information concerning the ~~Adviser~~same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust, and attend meetings with the Investment Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing; (iv) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, promptly notify the Investment Adviser or ~~any~~ the Trustees of ~~its affiliates~~the Trust of securities in a Fund for which fair valuation may be required or of significant events that may require fair value pricing of all or a portion of a Fund’s portfolio, ~~retains complete authority immediately~~ provide assistance in determining the fair value of all securities and other investments/assets in the Fund, as necessary, and use reasonable efforts to ~~assume direct responsibility~~ arrange for ~~any function delegated to~~ the provision of valuation information or price(s) from party(ies) independent of the Sub-Adviser ~~under this Agreement. Subject~~ for each security or other investment/asset in the Fund for which market prices are not readily available; and (v) cooperate with and provide reasonable assistance to the ~~foregoing~~Investment Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (c) In furnishing services hereunder, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be ~~purchased~~subject to, ~~entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser~~ and ~~any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement~~ shall perform in accordance with the ~~Trust’s investment objective or objectives, policies, and restrictions as stated in~~ following: (i) the Trust’s ~~Registration~~ Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Trust Declaration”); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time (“By-Laws”); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the Securities and Exchange Commission (“SEC”~~), as amended (the “Registration Statement”~~) ~~as they relate to the Option Strategy, copies of which shall be sent~~ and delivered to the Sub-~~Adviser~~ Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Trust, (vi) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the ~~Adviser prior~~ Board of Trustees of the Trust; and (vii) the written instructions of the Investment Adviser. Prior to the commencement of ~~this Agreement and promptly following any such amendment. In addition~~the Sub-Adviser’s services hereunder, the Investment Adviser ~~has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to~~ shall provide the Sub-Adviser with current copies of ~~each of~~ the ~~following: i. The Trust’s Agreement and Declaration of~~ Trust ~~and all amendments thereto (such agreement~~Declaration, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws~~); iii. Resolutions~~ , Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Trust’s , Compliance Manual and other relevant policies and procedures that are adopted by the Board of ~~Trustees (the “~~Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment ~~Advisory Agreement. The~~ Adviser ~~and~~ undertakes to provide the Sub-Adviser ~~further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent~~ with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, copies or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value written notice of any ~~options~~ amendments, modifications or ~~other assets of the Trust for which the Sub~~supplements to any such above-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersmentioned document. b. (d) The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary ~~investment~~ facilities and ~~management facilities~~personnel, including ~~salaries~~ salaries, expenses and fees of any personnel required for it them to ~~execute its~~ faithfully perform their duties ~~faithfully,~~ under this Agreement; and (ii) administrative facilities, including bookkeeping, ~~clerical personnel~~ and all equipment necessary for the efficient conduct of the Sub-Adviser’s ~~implementation of the Option Strategy for the Trust~~duties under this Agreement. c. (e) The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is ~~authorized~~ directed at all times to ~~make decisions~~ seek to ~~buy~~ execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Investment Adviser from time to time and ~~sell options for~~ which have been provided to the Sub-Adviser, (ii) as described in the Trust’s ~~portfolio~~Prospectus and SAI, and ~~to select broker-dealers~~ (iii) in accordance with applicable federal and ~~to negotiate brokerage commission rates in effecting option transactions~~state laws and regulations. ~~The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution~~ In placing any orders for the ~~Trust, taking into account the factors specified in the Prospectus and/or Statement~~ purchase or sale of ~~Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified~~investments for each Fund, in the ~~judgment~~ name of the Fund or its nominees, the Sub-Adviser in shall use its best efforts to obtain for the ~~exercise of its fiduciary obligations to the Trust~~Fund “best execution”, ~~by other aspects~~ considering all of the ~~portfolio execution services offered~~circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In ~~evaluating the best execution available, and in selecting the broker-dealer~~ no instance will Fund securities be purchased from or sold to ~~execute a particular transaction,~~ the Sub-~~adviser may also consider~~ Adviser, or any affiliated person thereof, except in accordance with the ~~brokerage~~ Investment Company Act, the Advisers Act and ~~research services~~ the rules under each, and all other federal and state laws and regulations applicable to the Trust and the Fund. (~~as those terms are used~~ f) The Sub-Adviser is not authorized to engage in “soft-dollar” transactions permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (~~the~~ “~~1934~~ Exchange Act”)~~) provided by that broker-dealer to~~ , without the Trust and/or other accounts serviced by the Sub-adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is in excess express written approval of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of either that particular transaction Adviser or in terms of the Sub-adviser’s overall responsibilities with respect to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board ~~indicating the broker-dealers to which such allocations have been made and the basis therefor~~of Trustees. d. (g) On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the ~~Trust~~ Fund(s) as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. ~~In such event, allocation~~ Allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to ~~the Trust~~ each Fund and to its other ~~clients~~clients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships. e. (h) The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to ~~the Option Strategy~~ each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and ~~Investment~~ Advisers Act ~~of 1940, as amended (the “Investment Advisers Act”)~~ and the rules ~~thereunder~~thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. (i) The Sub-Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Trust’s then-current proxy voting policies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (WisdomTree Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. (a) Subject always to the control of the Trustees of the Trust and to such policies as the Trustees may determine, and to the oversight ~~and supervision~~ of the ~~Trust’s Board~~ Manager, the Sub-Adviser will, at its expense, furnish continuously an investment program for each series of ~~Trustees~~ the Trust listed from time to time on Schedule A to this Agreement (each a “Fund” and, collectively, the “~~Board~~Funds”) and will make investment decisions on behalf of each Fund and place all orders for the ~~Adviser~~purchase and sale of portfolio securities or other investments (together, ~~and subject to~~ “Investments”) for each Fund. In the ~~other provisions~~ performance of ~~this Agreement~~its duties, the Sub-Adviser will ~~provide a continuous investment program relating to~~ comply with (i) the ~~Trust’s Option Strategy. Subject to approval~~ provisions of the ~~Board~~ Agreement and ~~notice to the Sub-Adviser, the Adviser, or any~~ Declaration of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment Trust of the Trust~~’s assets by determining~~ , as amended or restated (the ~~options strategy that~~ “Declaration”) and the ~~Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for~~ Bylaws of the Trust, ~~when these transactions should be executed~~as amended or restated (the “Bylaws”), ~~and, consulting with the Adviser~~ and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trusteach Fund’s stated investment ~~objective or~~ objectives, ~~policies,~~ policies and restrictions as ~~stated~~ set forth in ~~the Trust’s Registration Statement~~ its prospectus(es), including any summary prospectus, and statement of additional information, each as amended or supplemented, and as then in effect and filed with the Securities and Exchange Commission (collectively, the “~~SEC~~Prospectus”)) and (ii) with such other policies that the Trustees of the Trust or the Manager, as ~~amended (~~the ~~“Registration Statement”)~~ case may be, may from time to time determine as ~~they relate to the Option Strategy, copies of which shall be sent~~ promptly as practicable after such policies have been communicated to the Sub-Adviser ~~by the Adviser prior to the commencement of this Agreement and promptly following any such amendment~~in writing. ~~In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the~~ The Sub-Adviser ~~copies of each of~~ shall make its officers and employees available to the ~~following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall~~ Manager from time to time ~~be amended, is herein called~~ at the ~~“Agreement~~ reasonable request of the Manager to review the investment policies and ~~Declaration~~ strategies of ~~Trust”); ii~~each Fund and to consult with the Manager regarding the investment affairs of each Fund. The ~~Trust~~Sub-Adviser shall also render to the Trustees of the Trust such periodic and special reports as the Trustees or the Manager reasonably request with respect to matters relating to the performance of the Sub-Adviser’s byservices and duties under this Agreement. (b) The Sub-~~laws~~ Adviser shall be responsible for daily monitoring of the investment activities and ~~all amendments thereto (~~Investments in each Fund’s portfolio in connection with such ~~By-laws~~Fund’s compliance with its investment objectives, policies and restrictions, as ~~presently~~ set forth in ~~effect~~ such Fund’s Prospectus. The Sub-Adviser shall also cooperate with and ~~as they shall from time~~ provide sufficient information to ~~time be amended, are herein called~~ the ~~“By-Laws); iii. Resolutions of~~ Manager and/or the Trust’s ~~Board of Trustees~~ then current administrator (the “~~Trustees~~Administrator”) ~~authorizing~~ to assist the ~~appointment~~ Manager and/or the Administrator in its or their monitoring of the ~~Adviser as~~ investment activities and portfolio holdings of each Fund in connection with the ~~investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust~~Fund’s ~~Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and~~ overall compliance with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the “~~Investment Company~~ 1940 Act”), ~~including all exhibits thereto~~each Fund’s compliance with its investment objectives, policies and restrictions as set forth in the Fund’s Prospectus, and ~~all pre- and post-effective amendments thereto; v. The Trust~~each Fund’s ~~most recent prospectus (such prospectus~~ satisfaction of quarterly diversification requirements for qualification as ~~presently in effect~~a regulated investment company under the Internal Revenue Code of 1986, as amended from time to time, and ~~all amendments~~ the rules and ~~supplements thereto are herein called~~ regulations thereunder. Notwithstanding the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and investment discretion delegated to the Sub-Adviser ~~further agree that~~ in ~~fulfilling its obligations~~paragraph (a) of this Section 1, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and shall act on any ~~other sub-adviser~~ instructions of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board Manager with respect to the ~~implementation~~ investment activities of each Fund to promote the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent Funds’ compliance with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersforegoing. b. (c) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of ~~personnel~~ personnel, required for it to execute its duties ~~faithfully,~~ hereunder as reasonably expected and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy~~ Fund, including verification and oversight of the pricing of the Investments in each Fund’s portfolio (but excluding determination of net asset value and shareholder accounting services). (d) In the selection of brokers or dealers and the placing of orders for the ~~Trust. c. The Sub-Adviser is authorized to make decisions to buy~~ purchase and ~~sell options~~ sale of Investments for ~~the Trust’s portfolio~~each Fund, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in shall seek to obtain for each Fund the ~~exercise of its fiduciary obligations~~ most favorable price and execution available, except to the ~~Trust, by other aspects of the portfolio execution~~ extent it may be permitted to pay higher brokerage commissions for brokerage and research services ~~offered~~as described below. In ~~evaluating~~ obtaining for a Fund the best execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in ~~selecting~~ other transactions. Subject to such policies as the ~~broker-dealer to execute a particular transaction~~Trustees may determine, the Sub-~~adviser may also consider the~~ Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services ~~(as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer~~ to ~~the Trust and/or other accounts serviced by~~ the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services~~ Adviser an amount of commission for ~~executing~~ effecting a portfolio investment transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that ~~transaction if~~transaction, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such ~~broker-dealer~~ broker or dealer, viewed in terms of either that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to such Fund and to other clients of the ~~accounts over~~ Sub-Adviser as to which the Sub-~~adviser~~ Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Adviser that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of each Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, as amended from time to time (the “1934 Act”). The Sub-Adviser will ~~consult with the Adviser to ensure that portfolio transactions~~ not effect investments on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the options so purchased or sold, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser account of a ~~registered investment company pursuant to~~ Fund with or through the ~~Investment Company Act and Investment Advisers Act~~ agency of ~~1940, as amended (the “Investment Advisers Act”) and the rules thereunder~~a person who provides services under any soft commission arrangement.

Appears in 1 contract

Samples: Sub Advisory Agreement (Ashmore Funds)

Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the oversight and supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will provide a continuous investment program relating to the Trust’s Option Strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Amended and Restated Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree that in fulfilling its obligations, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board with respect to the implementation of the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and others. b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the Sub-Adviser’s implementation of the Option Strategy for the Trust. c. The Sub-Adviser is authorized to make decisions to buy and sell options for the Trust’s portfolio, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services an amount of commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of either that particular transaction or in terms of the Sub-adviser’s overall responsibilities with respect to the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the options so purchased or sold, as well as the allocation of expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Dividend Income Fund)

Services to be Rendered by the Sub-Adviser to the Trust. a. (a) Subject always to the direction and oversight ~~and supervision~~ of the ~~Trust’s Board~~ Trustees of ~~Trustees~~ Allianz Funds Multi-Strategy Trust (the “~~Board~~Trust”) ), a Massachusetts business trust, and the ~~Adviser, and subject to the other provisions of this Agreement~~Manager, the Sub-Adviser ~~will provide a continuous~~ will, at its expense, either directly or through others selected by it, furnish continuously an investment program ~~relating to the Trust’s Option Strategy. Subject to approval~~ for each series of the ~~Board~~ Trust identified from time to time on Schedule A to this Agreement (each a “Fund” and ~~notice to~~ together “Funds”) and will make investment decisions on behalf of the ~~Sub-Adviser,~~ Funds and place all orders for the ~~Adviser,~~ purchase and sale of portfolio securities or ~~any~~ other investments. In the performance of its ~~affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing~~duties, the Sub-Adviser (1) will ~~provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment~~ comply with the provisions of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion of the assets of the Trust against which options will be written. The Sub-Adviser will provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”) as they relate to the Option Strategy, copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. In addition, the Adviser has furnished, or will cause to be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished) to the Sub-Adviser copies of each of the following: i. The Trust’s Amended & Restated Agreement and Declaration of Trust ~~and all amendments thereto~~ (~~such agreement, as presently in effect and as it shall from time to time be amended, is herein called~~ the “Agreement and Declaration of Trust”~~); ii. The Trust’s by-laws~~ ) and ~~all~~ Second Amended and Restated Bylaws, including any amendments or restatements thereto (upon receipt of such Byamendments or restatements by the Sub-~~laws~~Adviser), and the investment objectives, policies and restrictions of each Fund as set forth in its current recent Prospectus(es) and Statement of Additional Information (copies of which were supplied by the Manager to the Sub-Adviser upon filing with the Securities and Exchange Commission (the “SEC”)), (2) will use its best efforts to safeguard and promote the welfare of each Fund and (3) will comply with other policies that the Trustees or the Manager, as ~~presently in effect and as they shall~~ the case may be, may from time to time ~~be amended, are herein called~~ determine as promptly as practicable after such policies have been communicated to the ~~“By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and~~ Sub-Adviser as in writing. The Sub-Adviser and the Manager shall each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of each Fund and to consult with each other and any other sub-~~adviser~~ adviser(s) to the Funds regarding the investment affairs of each Fund. (b) The Sub-Adviser shall be responsible, either directly or through others selected by it, for daily monitoring of the investment activities and ~~approving the Investment Advisory Agreement~~ portfolio holdings of each Fund’s portfolio in connection with such Fund’s compliance with its investment objectives, policies and ~~this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933~~restrictions, as ~~amended,~~ set forth in such Fund’s current Prospectus(es) and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information~~”); and vii~~. The ~~Investment Advisory Agreement~~Sub-Adviser shall also cooperate with and provide sufficient information to the Manager to assist the Manager in its monitoring of the investment activities and portfolio holdings of each Fund in connection with the Funds’ overall compliance with the 1940 Act, each Fund’s compliance with the investment objectives, policies and restrictions of such Fund as set forth in its current Prospectus(es) and Statement of Additional Information, and each Fund’s satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. ~~The Adviser and~~ Notwithstanding the investment discretion delegated to the Sub-Adviser ~~further agree that~~ in ~~fulfilling its obligations~~paragraph (a) of this Section, the Sub-Adviser will: i. formulate and implement a continuous investment program relating to the Trust’s Option Strategy consistent with the investment objectives and related investment policies for the Trust as described in the Trust’s Registration Statement; ii. regularly consult with the Adviser and shall act on any ~~other sub-adviser~~ instructions of the Trust for purposes of coordinating the Trust’s overall investment strategy; iii. take whatever reasonable steps are necessary to implement these investment programs by the purchase or sale of options including the placing of orders for such purchases and sales; iv. regularly report to the Board Manager with respect to the ~~implementation~~ investment activities of each Fund to ensure the Option Strategy, at such times as the Adviser may reasonably request; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Trust’s Custodian; vi. The Sub-Adviser will assist the Custodian in determining or confirming, consistent Funds’ compliance with the procedures and policies stated in the Registration Statement or adopted by the Board, the market value of any options or other assets of the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersforegoing. b. (c) The Sub-Adviser, at its expense, either directly or through others selected by it, will furnish (i) all necessary investment and management facilities, including salaries of ~~personnel~~ personnel, required for it to execute its duties ~~faithfully,~~ hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy~~ Funds, including verification and oversight of the pricing of the portfolio securities and other instruments comprising each Fund’s portfolio (but excluding determination of net asset value and shareholder accounting services). (d) In the selection of brokers or dealers and the placing of orders for the ~~Trust. c. The Sub-Adviser is authorized to make decisions to buy~~ purchase and ~~sell options~~ sale of portfolio investments for ~~the Trust’s portfolio~~each Fund, and to select broker-dealers and to negotiate brokerage commission rates in effecting option transactions. The Sub-Adviser’s primary consideration in effecting an option transaction will be to seek to obtain the best execution for the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in shall seek to obtain for each Fund the ~~exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. In evaluating the best~~ most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and ~~in selecting~~ research services as described below. In using its best efforts to obtain for each Fund the ~~broker-dealer to execute a particular transaction~~most favorable price and execution available, the Sub-~~adviser~~ Adviser, bearing in mind such Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may ~~also consider~~ determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services ~~(as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer~~ to ~~the Trust and/or other accounts serviced by~~ the Sub-~~adviser. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services~~ Adviser an amount of commission for ~~executing~~ effecting a portfolio investment transaction ~~for the Trust which is~~ in excess of the amount of commission another ~~broker-~~broker or dealer would have charged for effecting that ~~transaction if~~transaction, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such ~~broker-dealer~~ broker or dealer, viewed in terms of either that particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will consult with the Adviser~~ such Fund and to ensure that portfolio transactions on behalf of the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis therefor. d. On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best interest of the Trust as well as other clients of the Sub-~~Adviser,~~ Adviser as to which the Sub-Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Adviser that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the ~~extent~~ account of each Fund that is permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the options to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation Section 11(a) of the ~~options so purchased or sold~~Securities Exchange Act of 1934 and the rules and regulations thereunder, as ~~well as~~ amended from time to time (the ~~allocation~~ “1934 Act”). (e) The Sub-Adviser shall not be obligated to pay any expenses of ~~expenses incurred in~~ or for the ~~transaction, will be made~~ Funds or the Manager not expressly assumed by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all accounts, books and records with respect to the Option Strategy as are required of an investment adviser of a registered investment company pursuant to ~~the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder~~this Section 1.

Appears in 1 contract

Samples: Sub Advisory Agreement (Allianz Funds Multi-Strategy Trust)

Services to be Rendered by the Sub-Adviser to the Trust. a. Subject to the ~~oversight and~~ supervision of the Trust’s Board of Trustees (the “Board”~~) and the Adviser, and subject to the other provisions of this Agreement~~), the Sub-Adviser will ~~provide a continuous investment program relating to~~ manage the ~~Trust’s Option Strategy. Subject to approval of~~ investments and determine the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates, retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will provide options investment research and conduct a continuous program of options evaluation, investment, sales and reinvestment of the Trust’s assets by determining the options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed or exchanged for the Trust, when these transactions should be executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding the portion composition of the assets of the Trust ~~against which options will be written. The Sub-Adviser will~~ on a discretionary basis and provide the services under this Agreement in accordance with the Trust’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended (the “Registration Statement”~~) as they relate to the Option Strategy~~), copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment. ~~In addition~~The Sub-Adviser will not be responsible for the Fund’s covered call option strategy. Subject to approval of the Board and notice to the Sub-Adviser, the Adviser ~~has furnished,~~ [or ~~will cause~~ any of its affiliates] retains complete authority immediately to ~~be furnished (or shall, as such documents become available or are amended, promptly furnish or cause to be furnished)~~ assume direct responsibility for any function delegated to the Sub-Adviser copies of each of the following: i. The Trust’s Agreement and Declaration of Trust and all amendments thereto (such agreement, as presently in effect and as it shall from time to time be amended, is herein called the “Agreement and Declaration of Trust”); ii. The Trust’s by-laws and all amendments thereto (such By-laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws); iii. Resolutions of the Trust’s Board of Trustees (the “Trustees”) authorizing the appointment of the Adviser as the investment manager and Sub-Adviser as investment sub-adviser and approving the Investment Advisory Agreement and under this Agreement; iv. The Trust’s Registration Statement or Statements on Form N-2 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (“Investment Company Act”), including all exhibits thereto, and all pre- and post-effective amendments thereto; v. The Trust’s most recent prospectus (such prospectus as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); vi. The Trust’s most recent statement of additional information (such statement of additional information, as currently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”); and vii. The Investment Advisory Agreement. The Adviser and the Sub-Adviser further agree ~~that~~ in fulfilling its obligations, the Sub-Adviser will: i. obtain and evaluate pertinent economic, statistical, financial and other information affecting individual companies or industries the securities of which are included in the Trust’s portfolio or are under consideration for inclusion in the Trust’s portfolio; ii. formulate and implement a continuous investment program ~~relating to~~ for the ~~Trust’s Option Strategy~~ Trust consistent with the Sub-Adviser’s investment strategy and the specific investment objectives and related investment policies for the Trust as described in the Trust’s ~~Registration Statement; ii. regularly consult with the Adviser and any other sub-adviser of the Trust for purposes of coordinating the Trust’s overall investment strategy~~registration statement, as amended; iii. take whatever ~~reasonable~~ steps ~~are~~ Sub-Adviser deems necessary or advisable in order to implement these investment programs by the purchase or and sale of ~~options~~ securities including the placing of orders for such purchases and sales; iv. regularly report to the ~~Board~~ Trustees of the Trust with respect to the implementation of ~~the Option Strategy, at such times as the Adviser may reasonably request~~these investment programs; and v. in connection with any purchase and sale of options for the Trust related to the implementation of the Option Strategy, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify options to be purchased or sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. With respect to options to be settled through the Trust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades provide assistance to the Trust’s ~~Custodian; vi. The Sub-Adviser will assist~~ Custodian regarding the ~~Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the market~~ fair value of ~~any options or other assets of~~ securities held by the Trust for which the Sub-Adviser is responsible and for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall provide recommendations in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, concerning the fair value of the Trust’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust’s portfolio of options to be approved by the Trust, which approval shall market quotations are not be unreasonably withheld. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. The parties further acknowledge and agree that the Board and the Fund are ultimately responsible for determining when assets of the Trust should be fair valued and for making fair value determinations, which may be based on input from the Sub-Adviser and othersreadily available. b. The Sub-Adviser, at its expense, will ~~furnish~~ furnish: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully~~, and~~ ; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the ~~Sub-Adviser’s implementation~~ investment affairs of the ~~Option Strategy for the Trust~~Trust (excluding determination of net asset value and fund accounting services, shareholder relations services, fund administration services, transfer agency services, custodial services and brokerage services). c. The Sub-Adviser ~~is authorized~~ will select brokers and dealers to ~~make decisions~~ effect all transactions subject to ~~buy and sell options for~~ the ~~Trust’s portfolio~~following conditions: The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and ~~to select broker-dealers and to~~ will negotiate brokerage ~~commission rates in effecting option transactions~~commissions if applicable. The Sub-~~Adviser’s primary consideration in effecting an option transaction will be~~ Adviser is directed at all times to seek to ~~obtain the best execution~~ execute brokerage transactions for ~~the Trust, taking into account the factors specified in the Prospectus and/or Statement of Additional Information. Accordingly, the price to~~ the Trust in ~~any transaction~~ accordance with such policies or practices as may be ~~less favorable than that available from another broker-dealer if~~ established by the ~~difference is reasonably justified,~~ Trustees and described in the ~~judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the~~ Trust, by other aspects of the portfolio execution services offered. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (’s registration statement as those terms are used in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviseramended. The Sub-~~adviser is authorized to~~ Adviser may pay a broker-dealer ~~who~~ which provides ~~such~~ research and brokerage ~~and research~~ services ~~an amount of~~ a higher spread or commission for ~~executing~~ a ~~portfolio~~ particular transaction ~~for the Trust which is in excess of the amount of commission~~ than otherwise might have been charged by another broker-~~dealer would have charged for effecting that transaction if~~dealer, ~~but only if,~~ if the Sub-~~adviser~~ Adviser determines ~~in good faith~~ that ~~such amount of~~ the higher spread or commission ~~was~~ is reasonable in relation to the value of the brokerage and research services ~~provided by~~ that such broker-dealer provides, viewed in terms of either ~~that~~ the particular transaction or ~~in terms of~~ the Sub-~~adviser~~Adviser’s overall responsibilities with respect to ~~the~~ accounts ~~over which~~ managed by the Sub-~~adviser exercises investment discretion~~Adviser. The Sub-Adviser ~~will consult with~~ may use for the ~~Adviser to ensure that portfolio transactions on behalf~~ benefit of the ~~Trust are directed~~ Sub-Adviser’s other clients, or make available to ~~broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent~~ companies affiliated with ~~these standards,~~ the Sub-Adviser ~~is further authorized~~ or to ~~allocate~~ its directors for the ~~orders placed by it on behalf~~ benefit of ~~the Trust to an affiliated broker-dealer. Such allocation shall be in~~ its clients, any such ~~amounts~~ brokerage and ~~proportions as~~ research services that the Sub-Adviser shall determine consistent with the standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board indicating the broker-dealers to which such allocations have been made and the basis thereforobtains from brokers or dealers. d. On occasions when the Sub-Adviser deems the purchase or sale of ~~an option~~ a security to be in the best interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the ~~options~~ securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the ~~options~~ securities so purchased or sold, as well as the ~~allocation of~~ expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients. e. The Sub-Adviser will ~~maintain, with respect to its activities on behalf of the Fund,~~ maintain all accounts, books and records with respect to the ~~Option Strategy~~ Trust as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”) and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the rules thereunder. f. The Sub-Adviser shall vote proxies relating to the Trust’s investment securities in accordance with the Trust’s proxy voting policies and procedures, which provide that the Sub-Adviser shall vote all proxies relating to securities held by the Trust and, subject to the Trust’s policies and procedures, shall use proxy voting policies and procedures adopted by the Sub-Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act. The Sub-Adviser shall review its proxy voting activities on a periodic basis with the Trustees.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)

Common use of Services to be Rendered by the Sub-Adviser to the Trust Clause in Contracts