Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished to the Sub-Adviser by the Manager. The Sub-Adviser further agrees as follows: (a) In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures: (i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder. (ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. (iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent. (iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-Adviser, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets. (v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date. (vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month. (b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end. (i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities; (ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and (iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives. (c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style. (d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 13 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), ; and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the [Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 12 contracts
Samples: Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya VARIABLE PRODUCTS TRUST), Sub Advisory Agreement (Voya VARIABLE INSURANCE TRUST)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), ; and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 10 contracts
Samples: Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya INVESTORS TRUST)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that that, no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder. Notwithstanding the foregoing, and for elimination of doubt, the Adviser and the Fund hereby acknowledge that the Sub-Adviser shall not be responsible for actions or omissions on the part of the Adviser with respect to the management of the Series or the assets of a Series other than those specifically managed by the Sub-Adviser, if the management of such assets causes the Series to fail to comply with either (i) Section 851 of the Code, (ii) Section 817(h) of the Code, as described above.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided provided, however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback buy back offer) with respect to all portfolio securities), unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 9 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganizations, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund Trust that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 9 contracts
Samples: Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya INVESTORS TRUST)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Registration Statement filed Statement. The Adviser shall provide the Sub- Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or Code with respect to the issuers of securities in which assets any portions of the Series Fund that are invested in connection with annual and special meetings not part of equity stockholders, provided however, that the Sub-Portfolio.
c. The Adviser retains has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with Fund’s Proxy Voting Guidelines. To the purchase and sale of securities for each Seriesextent necessary, the Sub-Adviser will arrange agrees to take any appropriate actions to facilitate the Adviser's timely receipt of all proxies for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) of the and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of in the Series Portfolio for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter on or before the 30th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. The Sub-Adviser at its expense will provide the Adviser with such compliance reports relating to its duties under this Agreement as may be agreed upon by such parties from time to time, including, without limitation, a daily report that (i) monitors the shares of Exchange Traded Funds (“ETFs”) across all of the Funds in the Company sub-advised by the Sub-Adviser (the “Sub-Advised Funds”) and (ii) reports the aggregate number of shares of each ETF held in one or more Sub-Advised Funds as a percentage of the aggregate outstanding shares of that ETF and (iii) warns the reader if the percentage calculated in (ii) equals or exceeds 2% (such report, the “ETF Compliance Report”).
Appears in 8 contracts
Samples: Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Fund‘s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) and, if applicable, manage each Series the Fund so that no action or omission on the part of the Sub-Adviser shall cause a Series the Fund to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesFund. With respect to portfolio securities to be settled through the Depository Trust Fund Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund‘s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 8 contracts
Samples: Sub Advisory Agreement (ING Emerging Markets High Dividend Equity Fund), Sub Advisory Agreement (ING International High Dividend Equity Income Fund), Sub Advisory Agreement (ING Risk Managed Natural Resources Fund)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 8 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya FUNDS TRUST)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ portfolio and determine in its discretion the composition of the assets of each the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. From time to time, at the request of the Manager, the Sub-adviser will cooperate with and assist a Transition Manager, hired by the Manager, when the Series’ portfolio is part of a larger transition of assets, provided that the Sub-Adviser will continue to have full discretion with respect to the Series investment portfolio. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. At the request of the Manager, the Sub-Adviser will participate in standing instructions giving the Trusts’ custodian authority to administer daily foreign currency exchange transactions. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and which apply to the duties of the Sub-Adviser, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawsManager. In carrying out its duties under the Sub-Advisory this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission timely transmission, as determined by the portfolio accounting agent to enable the agent to accurately calculate the Series’ daily net asset value, to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent administrator for the Fund Trust in reviewing, determining or confirmingconfirming (including, if necessary, obtaining broker-quoted prices), consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably administrator seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of the Series and the 15th day following the end of the Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist checklist, a certified compliance acknowledgement report and the group of reports listed below in a form provided by the Manager for each month by the 10th business day of the following month:
(1) Report on Brokerage Commissions and Soft Dollar Usage.
(2) Trade Compliance reporting pertaining to Rules 17a-7, 17e-1, 10f-3 under the 1940 Act.
(3) Report on Illiquid and Restricted Securities held in each portfolio.
(4) Reports required on Issuers Credit Ratings applicable to Rule 2a-7 under the 1940 Act.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment books and records and ledgers maintained by the Sub-Adviser (which shall not include the books and records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority over the Trust, the Manager or the Sub-Adviser any information or reports not readily available at the custodian or the portfolio accounting agent in connection with such the services provided hereunder in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundManager for the Trust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each the Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives of the Trust as outlined in the prospectus and/or the most recent annual and semi-annual report, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Trust or series of the Trust, as the case may be, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of the Trust or series of the Trust, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase agreements and derivative master agreements (including but not limited to the ISDA Master Agreements, Credit Support Annexes, Collateral Account Control Agreements, Master Confirmation Agreements, Confirmations), including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Sub-Adviser acknowledges that it is obligated to negotiate terms and conditions that conform to the 1940 Act and all rules and regulations thereunder and are in the best interest of the Trust and its shareholders with respect to such documents. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 8 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 8 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Ing Funds Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 8 contracts
Samples: Sub Advisory Agreement (Ing Series Fund Inc), Sub Advisory Agreement (Aetna Series Fund Inc), Sub Advisory Agreement (Aetna Get Fund/)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund Trust that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ed) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 8 contracts
Samples: Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya INVESTORS TRUST), Sub Advisory Agreement (Voya INVESTORS TRUST)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Directors/Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Directors/Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors/Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s 's Board of Directors/Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Directors/Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 8 contracts
Samples: Sub Advisory Agreement (Ing Get Fund), Sub Advisory Agreement (Aetna Income Shares), Sub Advisory Agreement (Aetna Variable Encore Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolioportfolio as the Fund's agent and attorney-in-fact with full power and authority in connection with such assets without prior consultation with any of the Manager, the Fund or the Fund's Board of Trustees. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities securities, cash and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' respective investment objective or objectives, policies, and restrictions as stated agreed upon by the Manager and the Sub-Adviser and as set forth in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amendedamended to reflect such agreement by the parties hereto, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the If a procedure applicable to a Series is subject to state insurance lawsbe revised, the Manager will notify provide reasonable prior notice to the Sub-Adviser of relevant requirements and limitations applicable the proposed revisions, including a copy of the procedure as proposed to the Series under such laws. be revised.
(b) In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Manager will be solely responsible for making all required filings of Form N-PX with the appropriate regulatory bodies. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall not be liable to the Manager, the Fund or any of the Fund's shareholders as a result of any act, conduct or omission of the Manager in connection with its voting of proxies associated with securities contained in any of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basisSeries, as needed, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assetsassets nor a pricing agent or the pricing agent for the Fund. The Sub-Adviser shall not be liable for any valuation determined or adopted by the Fund, the Fund's custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by the Sub-Adviser that is materially incorrect or incomplete as a result of the Sub-Adviser's gross negligence.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bc) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(cd) Upon reasonable request by the Manager, the The Sub-Adviser will work with assist the Manager clarify Manager, as reasonably requested, in its discussions with Morningstar to clarify any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(de) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ef) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 7 contracts
Samples: Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Equity Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Registration Statement filed Statement. The Adviser shall provide the Sub-Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or Code with respect to the issuers of securities in which assets any portions of the Series Fund that are invested in connection with annual and special meetings not part of equity stockholders, provided however, that the Sub-Portfolio.
c. The Adviser retains has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with Fund’s Proxy Voting Guidelines. To the purchase and sale of securities for each Seriesextent necessary, the Sub-Adviser will arrange agrees to take any appropriate actions to facilitate the Adviser's timely receipt of all proxies for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of in the Series Portfolio for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-CEN and Form N-PORT, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter on or before the 30th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. The Sub-Adviser at its expense will provide the Adviser with such compliance reports relating to its duties under this Agreement as may be agreed upon by such parties from time to time, including, without limitation, a daily report that (i) monitors the shares of Exchange Traded Funds (“ETFs”) across all of the Funds in the Company sub-advised by the Sub-Adviser (the “Sub-Advised Funds”) and (ii) reports the aggregate number of shares of each ETF held in one or more Sub-Advised Funds as a percentage of the aggregate outstanding shares of that ETF and (iii) warns the reader if the percentage calculated in (ii) equals or exceeds 2% (such report, the “ETF Compliance Report”).
Appears in 7 contracts
Samples: Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy and/or plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities, and the performance rankings with respect to the Sub-Adviser’s assets under management will be provided by the Manager based on the gross performance of the Sub-Adviser’s assets under management provided by the Sub-Adviser. Such gross performance data shall be delivered to the Manager by the 8th business day of each month;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ed) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(e) In relation to any reporting or notification obligations placed on Sub-Adviser contained in this Agreement, the Sub-Adviser shall respond to all such requests for information or provide relevant reports and notifications within a reasonable period of time.
Appears in 6 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolioportfolio as the Fund's agent and attorney-in-fact with full power and authority in connection with such assets without prior consultation with any of the Manager, the Fund or the Fund's Board of Trustees. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities securities, cash and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' respective investment objective or objectives, policies, and restrictions as stated agreed upon by the Manager and the Sub-Adviser and as set forth in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amendedamended to reflect such agreement by the parties hereto, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the If a procedure applicable to a Series is subject to state insurance lawsbe revised, the Manager will notify provide reasonable prior notice to the Sub-Adviser of relevant requirements and limitations applicable the proposed revisions, including a copy of the procedure as proposed to the Series under such laws. be revised.
(b) In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Manager will be solely responsible for making all required filings of Form N-PX with the appropriate regulatory bodies. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall not be liable to the Manager, the Fund or any of the Fund's shareholders as a result of any act, conduct or omission of the Manager in connection with its voting of proxies associated with securities contained in any of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basisSeries, as needed, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assetsassets nor a pricing agent or the pricing agent for the Fund. The Sub-Adviser shall not be liable for any valuation determined or adopted by the Fund, the Fund's custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by the Sub-Adviser that is materially incorrect or incomplete as a result of the Sub-Adviser's gross negligence.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bc) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(cd) Upon reasonable request by the Manager, the The Sub-Adviser will work with assist the Manager clarify Manager, as reasonably requested, in its discussions with Morningstar to clarify any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(de) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ef) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(g) In rendering the services required under this Agreement, the Sub-Adviser may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. However, the Sub-Adviser may not retain as sub-adviser any company that would be an "investment adviser," as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust's Board of Trustees and a majority of Trustees who are not parties to any agreement or contract with such company and who are not "interested persons," as defined in the 1940 Act, of the Trust, the Manager, or the Sub-Adviser, or any such company that is retained as sub-adviser. The Sub-Adviser shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Sub-Adviser, any sub-adviser that the Sub-Adviser has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Sub-Adviser's knowledge, in any material connection with the handling of Trust assets:
(i) been convicted, in the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or
(iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit, or knowing misrepresentation.
Appears in 6 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganizations, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Series in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundSeries) as are necessary to assist the Fund Series and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 6 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide conduct investment research and conduct provide a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall may make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, and applicable to the services to be provided by the Sub-Adviser hereunder, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will promptly forward any proxy it receives that is solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following a request from the end of each Series’ semi-annual period and fiscal yearManager, narrative content information to be included used by Manager in a preparing the Fund’s letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securitiesprospectus;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding Upon request, confirmation of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ed) The Upon reasonable request the Sub-Adviser will provide reports to the Manager for use by the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 6 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ portfolio and determine in its discretion the composition of the assets of each the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each the Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each the Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each the Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited, to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of the Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 6 contracts
Samples: Interim Sub Advisory Agreement (Ing Equity Trust), Interim Sub Advisory Agreement (Ing Mutual Funds), Interim Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the FundCompany’s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundCompany’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundCompany’s Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Company filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), ; and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees Directors and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Voya PARTNERS INC), Sub Advisory Agreement (Voya PARTNERS INC), Sub Advisory Agreement (Voya PARTNERS INC)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Company‘s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Company's Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Voya BALANCED PORTFOLIO INC), Sub Advisory Agreement (Ing Variable Portfolios Inc), Sub Advisory Agreement (Ing Balanced Portfolio Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will A complete and deliver to the Manager a written compliance checklist checklist, in a form provided by the Manager, will be delivered to the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 5 contracts
Samples: Sub Advisory Agreement (ING Asia Pacific High Dividend Equity Income Fund), Sub Advisory Agreement (ING Risk Managed Natural Resources Fund), Sub Advisory Agreement (ING Global Advantage & Premium Opportunity Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Directors/Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ ' portfolio and determine in its discretion the composition of the assets of each the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Directors/Trustees of which the Sub-Adviser has been sent a copy, and which apply to the duties of the Sub-Adviser, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the a Series are invested in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from based upon the best interests of the shareholders of such Series. The Sub- Adviser will maintain appropriate records detailing its voting all of proxies with respect to non-equity portfolio securities, on behalf of the Fund and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and custodian, portfolio accounting agent and fund administrator for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors/Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of the Series and the 15th day following the end of the Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 business days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment books and records and ledgers maintained by the Sub-Adviser (which shall not include the books and records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority over the Fund, the Manager or the Sub-Adviser any information or reports not readily available at the custodian or the portfolio accounting agent in connection with such the services provided hereunder in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Manager for the Fund’s 's Board of Directors/Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ ' portfolio, and will furnish the Fund’s 's Board of Directors/Trustees with respect to each the Series such periodic and special reports as the Directors/Trustees and the Manager may reasonably request.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Variable Products Trust), Sub Advisory Agreement (Ing Variable Insurance Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Registration Statement filed Statement. The Adviser shall provide the Sub-Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and Code with respect to any portions of the regulations issued thereunderFund that are not part of the Portfolio.
(ii) c. The Sub-Adviser will have no duty agrees to vote any proxy solicited by or take appropriate action (which includes voting) with respect to all proxies for the issuers Fund’s portfolio investments in a timely manner in accordance with the Fund’s Proxy Voting Guidelines (a copy of securities in which assets of has been provided to the Series are invested in connection with annual and special meetings of equity stockholders, provided however, Sub-Adviser) to the extent that the Sub-Adviser retains receives timely notice that the Adviser no longer will be voting proxies for the Fund’s portfolio investments. When the Adviser has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with the purchase and sale of securities for each SeriesFund’s Proxy Voting Guidelines, the Sub-Adviser will arrange for the transmission agrees to assist, to the custodian and portfolio accounting agent extent necessary, to facilitate the Adviser's timely receipt of all proxies for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments, which the Adviser, in turn, will vote.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-CEN, and Form N-PORT, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees (the "Board") and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Trust's purchase or sale of options for the securities, cash, and other investments contained in the Trust's portfolio. The Subject to approval of the Trust's Board and notice to the Sub-Adviser, the Adviser 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 each Series’ the Trust's assets by determining the securities and other investments options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed, or exchanged for the SeriesTrust, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser Trust shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Serieshave options written against. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust's investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amendedamended (the "Registration Statement"), to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with materially any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the Manager’s Sub-Adviser's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Trust related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the "Custodian") on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities options to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities options to be settled through the Depository Trust CompanyTrust's Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Fund’s custodian and portfolio accounting agentTrust's Custodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities options or other assets of the Series Trust for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, 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 from Interactive Data ("IDS"), Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust's assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Trust's semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust's investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested by such authorities in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board on the options portion of Trustees on the investment program for each Series the Trust and the issuers options purchased and securities represented in each Series’ sold for the Trust's portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
h. The Adviser shall assure that the Trust complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Trust's options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Trust's compliance with its investment policies and restrictions other than those concerning implementation of the Trust's option strategy.
i. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund), Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Diversified Equity Income Fund), Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Global Diversified Equity Income Fund)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will will: (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Voya Separate Portfolios Trust), Sub Advisory Agreement (Voya Separate Portfolios Trust), Sub Advisory Agreement (Voya Separate Portfolios Trust)
Sub-Adviser Duties. Subject to the supervision of the FundCompany’s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundCompany’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundCompany’s Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Company filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), ; and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees Directors and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Ing Partners Inc), Sub Advisory Agreement (Voya PARTNERS INC), Sub Advisory Agreement (Voya PARTNERS INC)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Serieswith’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and as soon as possible following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board of Trustees any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interest of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the SeriesFund . With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a complete written compliance checklist checklist, in a form provided by the Manager Manager, for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.:
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ the Fund’s portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; andFund.
(iiiii) Confirmation of its understanding of each Series’ the Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will use reasonable efforts to make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will use reasonable efforts to furnish to regulatory authorities having the requisite authority any information or reports in the possession of the Sub-Adviser in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. The Manager will use reasonable efforts to make available to the Sub-Adviser information it may reasonably request and that is necessary to enable the Sub-Adviser to meet any regulatory or reporting requirement.
(ed) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Board of Trustees and the Manager may reasonably request.
(e) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives of the Fund as outlined in the prospectus, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund or series of Funds, as the case may be, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of the Fund or series of Funds, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase agreements and derivative master agreements (including but not limited to the ISDA Master Agreements, Credit Support Annexes, Collateral Account Control Agreements, Master Confirmation Agreements, Confirmations), including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Sub-Adviser acknowledges that it is obligated to negotiate terms and conditions that conform to the 1940 Act and all rules and regulations thereunder and are in the best interest of the Fund and its shareholders with respect to such documents. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Voya Emerging Markets High Dividend Equity Fund), Sub Advisory Agreement (Voya Emerging Markets High Dividend Equity Fund), Sub Advisory Agreement (ING Emerging Markets High Dividend Equity Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Voya EQUITY TRUST)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with use its best efforts to assist the Manager to clarify with any Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Registration Statement filed Statement. The Adviser shall provide the Sub-Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and Code with respect to any portions of the regulations issued thereunderFund that are not part of the Portfolio.
(ii) c. The Sub-Adviser will have no duty agrees to vote any proxy solicited by or take appropriate action (which includes voting) with respect to all proxies for the issuers Fund’s portfolio investments in a timely manner in accordance with the Fund’s Proxy Voting Guidelines (a copy of securities in which assets of has been provided to the Series are invested in connection with annual and special meetings of equity stockholders, provided however, Sub-Adviser) to the extent that the Sub-Adviser retains receives timely notice that the Adviser no longer will be voting proxies for the Fund’s portfolio investments. When the Adviser has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with the purchase and sale of securities for each SeriesFund’s Proxy Voting Guidelines, the Sub-Adviser will arrange for the transmission agrees to assist, to the custodian and portfolio accounting agent extent necessary, to facilitate the Adviser's timely receipt of all proxies for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments, which the Adviser, in turn, will vote.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Calvert World Values Fund Inc), Investment Sub Advisory Agreement (Calvert World Values Fund Inc), Investment Sub Advisory Agreement (Calvert World Values Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees (the "Board") and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Trust's purchase or sale of options for the securities, cash, and other investments contained in the Trust's portfolio. The Subject to approval of the Trust's Board and notice to the Sub-Adviser, the Adviser 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 each Series’ the Trust's assets by determining the securities and other investments options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed, or exchanged for the SeriesTrust, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser Trust shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Serieshave options written against. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust's investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amendedamended (the "Registration Statement"), to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the Manager’s Sub-Adviser's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Trust related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the "Custodian") on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities options to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities options to be settled through the Depository Trust CompanyTrust's Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Fund’s custodian and portfolio accounting agentTrust's Custodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities options or other assets of the Series Trust for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, 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 from Interactive Data ("IDS"), Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust's assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Trust's semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust's investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested by such authorities in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board on the options portion of Trustees on the investment program for each Series the Trust and the issuers options purchased and securities represented in each Series’ sold for the Trust's portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
h. The Adviser shall assure that the Trust complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Trust's options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Trust's compliance with its investment policies and restrictions other than those concerning implementation of the Trust's option strategy.
i. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Buy-Write Opportunities Fund), Investment Sub Advisory Agreement (Eaton Vance Enhanced Equity Income Fund II), Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Buy-Write Income Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ portfolio and determine in its discretion the composition of the assets of each the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Sub-Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished provided to the Sub-Adviser by the Manager. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties The Sub-Adviser will (1) take all steps necessary to manage the Series so that it will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, (2) take all steps necessary to manage the Series so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and regulations issued thereunder, and (3) use reasonable efforts to manage the Series so as to ensure compliance by the Series with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. The Manager or the Fund will notify the Sub-Advisory AgreementAdviser of any pertinent changes, modifications to, or interpretations of Section 817(h) of the Internal Revenue Code and regulations issued thereunder. In managing the Series in accordance with these requirements, the Sub-Adviser shall be entitled to act and rely upon advice of counsel to the Fund, counsel to the Manager, or counsel to the Sub-Adviser, such counsel to be reasonably acceptable to the Manager.
(b) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with . The Manager or the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager Fund will notify the Sub-Adviser of relevant requirements and limitations pertinent provisions of applicable to the Series under such laws. In carrying out its duties under state insurance law with which the Sub-Advisory AgreementAdviser must comply under this Paragraph 2(b).
(c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Sub-Adviser or any of its affiliates, the Sub-Adviser will comply may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the following policies and procedures:
(i) The set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser will (1) manage each Series’ investments in a manner that is fair and work with equitable in the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part judgment of the Sub-Adviser shall cause a Series in the exercise of its fiduciary obligations to fail the Fund and to comply with such other clients, subject to reasonable review by the diversification requirements of Section 817(h) of the Code, Manager and the regulations issued thereunderBoard of Trustees.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iiid) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled purchased or sold through the Depository Trust Fund Company, the Sub-Adviser will arrange for the prompt automatic transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(ive) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserFund, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(df) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any all of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulationsrequested.
(eg) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each the Series such periodic and special reports as shall be agreed upon by the Trustees, the Manager, and the Sub-Adviser, which agreement shall not be unreasonably withheld.
(h) In rendering the services required under this Agreement, the Sub-Adviser may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. However, the Sub-Adviser may not retain as subadviser any company that would be an “investment adviser,” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Fund’s Board of Trustees and a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons,” as defined in the 1940 Act, of the Fund, the Manager, or the Sub-Adviser, or any such company that is retained as subadviser, and is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Fund to the extent required by the 1940 Act. The Sub-Adviser shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Sub-Adviser, any subadviser that the Sub-Adviser has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Sub-Adviser’s knowledge, in any material connection with the handling of Fund assets:
(i) been convicted, in the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or
(iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit, or knowing misrepresentation.
(i) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may reasonably be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations, provided that the Sub-Adviser may only trade swaps and derivatives under ISDA Master Agreements which are substantially similar to those reviewed and approved by the Manager. The Sub-Adviser also is hereby authorized to instruct the Fund custodian with respect to any collateral management activities in connection with any derivatives transactions. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
(j) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities and all portfolio securities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide conduct investment research and conduct as well as a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Trust’s Board of Trustees any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Series in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.:
(i) A a performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition composition of the assets of each the Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation confirmation of its understanding of each the Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable At the Managers request by the Manager, the Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each the Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundSeries) as are necessary to assist the Fund Series and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (Ing Investors Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (ING Separate Portfolios Trust), Sub Advisory Agreement (Ing Investors Trust)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will will: (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya Separate Portfolios Trust), Sub Advisory Agreement (ING Separate Portfolios Trust), Sub Advisory Agreement (ING Separate Portfolios Trust)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganizations, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Series in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundSeries) as are necessary to assist the Fund Series and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Company‘s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundCompany’s Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya BALANCED PORTFOLIO INC), Sub Advisory Agreement (Ing Balanced Portfolio Inc), Sub Advisory Agreement (Ing Strategic Allocation Portfolios Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Serieswith’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and as soon as possible following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board of Trustees any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interest of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the SeriesFund . With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a complete written compliance checklist checklist, in a form provided by the Manager Manager, for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.:
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ the Fund’s portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; andFund.
(iiiii) Confirmation of its understanding of each Series’ the Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will use reasonable efforts to make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will use reasonable efforts to furnish to regulatory authorities having the requisite authority any information or reports in the possession of the Sub-Adviser in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. The Manager will use reasonable efforts to make available to the Sub-Adviser information it may reasonably request and that is necessary to enable the Sub-Adviser to meet any regulatory or reporting requirement.
(ed) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Board of Trustees and the Manager may reasonably request.
(e) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives of the Fund as outlined in the prospectus and/or the most recent annual and semi-annual report, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund or series of Funds, as the case may be, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of the Fund or series of Funds, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase agreements and derivative master agreements (including but not limited to the ISDA Master Agreements, Credit Support Annexes, Collateral Account Control Agreements, Master Confirmation Agreements, Confirmations), including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Sub-Adviser acknowledges that it is obligated to negotiate terms and conditions that conform to the 1940 Act and all rules and regulations thereunder and are in the best interest of the Fund and its shareholders with respect to such documents. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya Global Advantage & Premium Opportunity Fund), Sub Advisory Agreement (Voya Global Advantage & Premium Opportunity Fund), Sub Advisory Agreement (ING Global Advantage & Premium Opportunity Fund)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Trust’s purchase or sale of options for the securities, cash, and other investments contained in the Trust’s portfolio. The Subject to approval of the Trust’s Board and notice to the Sub-Adviser, the Adviser 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 each Series’ the Trust’s assets by determining the securities and other investments options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed, or exchanged for the SeriesTrust, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser Trust shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Serieshave options written against them. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust’s investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amendedamended (the “Registration Statement”), to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with materially any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the ManagerSub-Adviser’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Trust related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the “Custodian”) on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities options to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities options to be settled through the Depository Trust CompanyTrust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the FundTrust’s custodian and portfolio accounting agentCustodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities options or other assets of the Series Trust for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, 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 from Interactive Data (“IDS”), Bloomberg, or another pricing service to be mutually agreed. In addition to the foregoing, on each day the Trust strikes a net asset value per unit, the Sub-Adviser will independently test and verify the valuation (as reported by the Custodian) of all options or other assets of the Trust for which the Sub-Adviser is responsible. The Sub-Adviser will immediately notify the Adviser and the Custodian of any differences between the valuations as determined by the Custodian and by the Sub-Adviser, and will assist the Custodian in resolving any such differences. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Trust’s semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested by such authorities in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board on the options portion of Trustees on the investment program for each Series the Trust and the issuers options purchased and securities represented in each Series’ sold for the Trust’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
h. The Adviser shall assure that the Trust complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Trust’s options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Trust’s compliance with its investment policies and restrictions other than those concerning implementation of the Trust’s options strategy.
i. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.
j. The Sub-Adviser will monitor the credit quality of each counterparty to which the Trust has exposure with respect to its options strategy on a regular basis. The Sub-Adviser will notify the Adviser immediately (but in no event more than 1 business day later) in the event of any decline in the Sub-Adviser’s assessment of the credit quality of any counterparty or any downgrade in the rating of such counterparty by a nationally recognized rating agency.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside), Investment Sub Advisory Agreement (eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-Adviser, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority immediately forward any information proxy solicited by or reports in connection with such services in respect to the Series issuers of securities in which may be requested in order to ascertain whether the operations assets of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports invested to the Fund’s Board of Trustees for consideration at meetings Manager or to any agent of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and Manager designated by the Manager may reasonably request.in
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Voya EQUITY TRUST)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the FundCompany’s Registration Statement filed Statement. The Adviser shall provide the Sub-Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and Code with respect to any portions of the regulations issued thereunderFund that are not part of the Portfolio.
(ii) c. The Sub-Adviser will have no duty agrees to vote any proxy solicited by or take appropriate action (which includes voting) with respect to all proxies for the issuers Portfolio’s investments in a timely manner in accordance with the Fund’s Proxy Voting Guidelines (a copy of securities in which assets of has been provided to the Series are invested in connection with annual and special meetings of equity stockholders, provided however, Sub-Adviser) to the extent that the Sub-Adviser retains receives timely notice that the Adviser no longer will be voting proxies for the Fund’s portfolio investments. When the Adviser has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with the purchase and sale of securities for each SeriesFund’s Proxy Voting Guidelines, the Sub-Adviser will arrange agrees to take any and all appropriate actions to facilitate the Adviser's timely receipt of all proxies for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments, which the Adviser, in turn, will vote.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of in the Series Portfolio for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.), Investment Sub Advisory Agreement (Calvert Variable Products, Inc.)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Trust’s purchase or sale of options for the securities, cash, and other investments contained in the Trust’s portfolio. The Subject to approval of the Trust’s Board and notice to the Sub-Adviser, the Adviser 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 each Series’ the Trust’s assets by determining the securities and other investments options strategy that the Trust shall pursue, including which options shall be purchased, entered into, sold, closed, or exchanged for the SeriesTrust, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser Trust shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Serieshave options written against them. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust’s investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission SEC, as amended (the “SECRegistration Statement”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with materially any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the ManagerSub-Adviser’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Trust related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the “Custodian”) on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities options to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities options to be settled through the Depository Trust CompanyTrust’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the FundTrust’s custodian and portfolio accounting agentCustodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities options or other assets of the Series Trust for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, 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 from Interactive Data (“IDS”), Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Trust’s semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested by such authorities in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board on the options portion of Trustees on the investment program for each Series the Trust and the issuers options purchased and securities represented in each Series’ sold for the Trust’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
h. The Adviser shall assure that the Trust complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Trust’s options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Trust’s compliance with its investment policies and restrictions other than those concerning implementation of the Trust’s options strategy.
i. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Parametric Structured Absolute Return Portfolio), Investment Sub Advisory Agreement (MSAM Completion Portfolio), Investment Sub Advisory Agreement (Multi-Sector Option Strategy Portfolio)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To The Sub-Adviser is authorized, in its sole discretion and without prior consultation with the extent Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund’s Registration Statement. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust’s Declaration of Trust, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the FundTrust’s Registration Statement for the Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as amended, from time to time amended (“Registration Statement”). The Adviser shall promptly provide the Sub-Adviser with copies of any amendment to the extent copies Registration Statement prior to the commencement of this Agreement and shall provide the Sub-Adviser with any other amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement also will be provided in accordance with any investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”). The Sub-Adviser shall not be responsible for compliance with Section 851 of the Code with respect to any portions of the Fund that are not part of the Portfolio.
c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities in the Portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon notice to the Sub-Adviser and (2) if applicableprovided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures. As provided in the Fund Procedures, manage each Series so that no action or omission on the part Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser shall cause a Series to fail to comply with as are approved by the diversification requirements of Section 817(h) of the Code, Adviser and the regulations issued thereunder.
(ii) Board. The Sub-Adviser will have no duty shall provide such information relating to vote any its exercise of proxy solicited by or with respect to voting authority hereunder (including the issuers of securities manner in which assets it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Adviser from time to time. The Sub-Adviser retains responsibility to vote or abstain from shall provide the proxy voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange history for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades Portfolio to the Fund’s custodian and portfolio accounting agentadministrator or any third party agent designated by the administrator (currently Broadridge) in a timely manner for inclusion in the Fund’s requisite Form N-PX.
(iv) d. The Sub-Adviser will assist the custodian Custodian and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assets.
e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator (vcurrently Xxxxx Xxxxx Management) in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form-NSAR and Form N-Q, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateTrust.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. Nothing in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers or employees from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may be acting; provided that such activities are in compliance with U.S. federal securities laws and will not adversely affect the performance by any party of its duties under this Sub-Advisory Agreement.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Growth Trust), Investment Sub Advisory Agreement (Eaton Vance Growth Trust), Investment Sub Advisory Agreement (Eaton Vance Growth Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Company‘s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundCompany’s Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya VARIABLE PORTFOLIOS INC), Sub Advisory Agreement (Voya STRATEGIC ALLOCATION PORTFOLIOS INC), Sub Advisory Agreement (Voya VARIABLE PORTFOLIOS INC)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) and, if applicable, manage each Series the Fund so that no action or omission on the part of the Sub-Adviser shall cause a Series the Fund to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesFund. With respect to portfolio securities to be settled through the Depository Trust Fund Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya PRIME RATE TRUST), Sub Advisory Agreement (Voya PRIME RATE TRUST), Sub Advisory Agreement (Ing Prime Rate Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the Securities and Exchange Commission (“the "SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Trust's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund Trust that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Trust's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s Trust's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (Ing Investors Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copycopy as of the date hereof, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A gross performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor prospectus; the performance rankings with respect to the Sub-Adviser’s assets under management will be provided by the Manager based on the gross performance of mutual funds or with other appropriate indexes the Sub-Adviser’s assets under management provided by the Sub-Adviser. Such gross performance data shall be delivered to the Manager by the 8th business day of investment securitieseach month;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager to clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Equity Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interest of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the SeriesFund. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will A complete and deliver to the Manager a written compliance checklist checklist, in a form provided by the Manager, will be delivered to the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited, to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 3 contracts
Samples: Sub Advisory Agreement (ING Infrastructure, Industrials & Materials Fund), Sub Advisory Agreement (ING Infrastructure, Industrials & Materials Fund), Sub Advisory Agreement (ING Infrastructure Development Equity Fund)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganizations, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Series in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundSeries) as are necessary to assist the Fund Series and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Equity Trust)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ the Trust’s portfolio and determine in its discretion the composition of the assets of each Series’ the Trust’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Trust’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesTrust, when these transactions should be executed, and what portion of the assets of the Series Trust should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Trust, the Sub-Adviser shall make decisions for the Series Trust as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesTrust. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust’s investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission SEC, as amended (the “SECRegistration Statement”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the ManagerSub-Adviser’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Trust so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code Code.
c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Trust is entitled to vote with regard to securities in the Trust’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon notice to the Sub-Adviser and provided further that the exercise of 1986, as amended (such authority shall be subject to review by the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part Board. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser shall cause a Series to fail to comply with as are approved by the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Adviser. The Sub-Adviser will have no duty shall provide such information relating to vote any its exercise of proxy solicited by or with respect to voting authority hereunder (including the issuers of securities manner in which assets it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility from time to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrarytime.
(iii) d. In connection with the purchase and sale of securities for each Seriesthe Trust, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the “Custodian”) on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities to be settled through the Depository Trust CompanyTrust’s transfer agent, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agentCustodian.
(iv) e. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities or other assets of the Series Trust for which the custodian and portfolio accounting agent reasonably Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the fair value of the Trust’s portfolio of securities and shall obtain the services, at its own expense, of any pricing service required by the Board or the Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following f. Following the end of each Series’ the Trust’s semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) g. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following monthAdviser.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) h. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) i. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Trust and the issuers and securities represented in each Series’ the Trust’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (International Equity Portfolio/Ma), International Equity Portfolio Investment Sub Advisory Agreement (International Equity Portfolio/Ma)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees Directors for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees Directors and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Variable Portfolios Inc), Sub Advisory Agreement (Ing Variable Portfolios Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board of Trustees any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interest of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the SeriesFund. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will A complete and deliver to the Manager a written compliance checklist checklist, in a form provided by the Manager, will be delivered to the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information information, to the extent applicable, as of the immediately previous month’s end.:
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ the Fund’s portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the SeriesFund; and
(iiiii) Confirmation of its understanding of each Series’ the Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will use reasonable efforts to make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will use reasonable efforts to furnish to regulatory authorities having the requisite authority any information or reports in the possession of the Sub-Adviser in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ed) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Board of Trustees and the Manager may reasonably request.
(e) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives of the Fund as outlined in the prospectus and/or the most recent annual and semi-annual report, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Fund or series of Funds, as the case may be, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of the Fund or series of Funds, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase agreements and derivative master agreements (including but not limited to the ISDA Master Agreements, Credit Support Annexes, Collateral Account Control Agreements, Master Confirmation Agreements, Confirmations), including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Sub-Adviser acknowledges that it is obligated to negotiate terms and conditions that conform to the 1940 Act and all rules and regulations thereunder and are in the best interest of the Fund and its shareholders with respect to such documents. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya Asia Pacific High Dividend Equity Income Fund), Sub Advisory Agreement (Voya Asia Pacific High Dividend Equity Income Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Registration Statement filed Statement. The Adviser shall provide the Sub-Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and Code with respect to any portions of the regulations issued thereunderFund that are not part of the Portfolio.
(ii) c. The Sub-Adviser will have no duty agrees to vote any proxy solicited by or take appropriate action (which includes voting) with respect to all proxies for the issuers Fund’s portfolio investments in a timely manner in accordance with the Fund’s Proxy Voting Guidelines (a copy of securities in which assets of has been provided to the Series are invested in connection with annual and special meetings of equity stockholders, provided however, Sub-Adviser) to the extent that the Sub-Adviser retains receives timely notice that the Adviser no longer will be voting proxies for the Fund’s portfolio investments. When the Adviser has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with the purchase and sale of securities for each SeriesFund’s Proxy Voting Guidelines, the Sub-Adviser will arrange for the transmission agrees to assist, to the custodian and portfolio accounting agent extent necessary, to facilitate the Adviser’s timely receipt of all proxies for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments, which the Adviser, in turn, will vote.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-CEN, and Form N-PORT, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Calvert Management Series), Investment Sub Advisory Agreement (Calvert Management Series)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (the “Board”) and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawsManager. In carrying out its duties under the this Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Fund’s transfer agent, currently the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-Adviser, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.:
(i) A performance comparison to the Series Series’ benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ the Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylethe Fund’s style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Directors and the Manager may reasonably request.
Appears in 2 contracts
Samples: Interim Sub Advisory Agreement (Ing Variable Portfolios Inc), Sub Advisory Agreement (Ing Variable Portfolios Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Directors/Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Directors/Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors/Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Directors/Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Directors/Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited, to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Strategic Allocation Portfolios Inc), Sub Advisory Agreement (Ing Series Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the U.S. Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board of Trustees or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Trust and will provide to the contraryTrust at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Series' custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Series in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundSeries) as are necessary to assist the Fund Series and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Trust's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s Trust's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Equity Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Sub- Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Sub-Sub- Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio's assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Portfolio is permitted to invest. To The Sub-Adviser is authorized, in its sole discretion and without prior consultation with the extent Adviser or the Portfolio, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Portfolio's Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in rendering investment policies of each Seriesadvisory services to the Portfolio. Under such circumstances, the Sub-Adviser shall make decisions be fully accountable to the Fund and/or the Adviser for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf actions of the Seriessuch affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Portfolio's Declaration of Trust, By-Laws, and investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Portfolio's Registration Statement as filed with the Securities and Exchange Commission (“SEC”)SEC under the 1940 Act, as amended, from time to time amended ("Registration Statement"). The Adviser shall promptly provide the Sub-Adviser with copies of any amendment to the extent copies of the Fund’s Registration Statement prior to the commencement of this Agreement and related amendments are furnished shall provide the Sub-Adviser with drafts of any other amendment to the Registration Statement as well as any sticker supplements to the Portfolio's prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Portfolio. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser's services under this Agreement also will be provided in accordance with any internal guidelines or investment parameters for the Portfolio (including portfolio risk limits) that are mutually agreed to in writing from time to time by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Portfolio (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) ("Fund Procedures"), and (iv) the provisions of the Portfolio's Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager Adviser's operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To The Sub- Adviser shall exercise reasonable care in the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended ("Code").
c. The Sub-Adviser shall exercise voting authority with respect to proxies that the “Code”)Portfolio is entitled to vote with regard to securities in the Portfolio's portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub- Adviser and (2) if applicableprovided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures. As provided in the Fund Procedures, manage each Series so that no action or omission on the part Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser shall cause a Series to fail to comply with as are approved by the diversification requirements of Section 817(h) of the Code, Adviser and the regulations issued thereunderBoard. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Portfolio to the Adviser or any third party agent designated by the Adviser in a timely manner for inclusion in the Portfolio's requisite Form N-PX.
(ii) d. The Sub-Adviser will have no duty to vote any proxy solicited by or with respect provide reasonable assistance to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, Portfolio's custodian ("Custodian") and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in their determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Portfolio for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Series’ Portfolio's assets and will not take possession or custody of such assetsassets and (ii) is not engaged to provide the official books and records of the Portfolio. The Adviser acknowledges and agrees that (i) the Sub- Adviser shall not be deemed to be the pricing or valuation agent for the Fund, and (ii) the Sub- Adviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157).
(v) e. Following the end of each of the Portfolio's fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, as well as any discussion of the Portfolio's performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing by the Manager) containing a Adviser and further subject to the terms of Section 7 hereof. The Sub-Adviser also will provide to the Portfolio any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to datePortfolio.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided agreed to in advance by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan , (ii) a written investment oversight questionnaire in a form agreed to seek in advance by the Adviser and Sub- Adviser, (iii) a risk management and related analytic report in a format agreed to realize in advance by the Series’ investment objectivesAdviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by the Adviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Portfolio and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Sub- Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundPortfolio) as are necessary to assist the Fund Portfolio and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Portfolio, any information or reports in connection with such the Sub-Adviser's services in respect to the Series which Portfolio and the Adviser that may be requested in order to ascertain whether the operations of the Fund Portfolio are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub- Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an adequate amount based on the Sub-Adviser's assets under management and the scope of its business.
j. The Sub-Adviser shall not consult with any other sub-adviser of the Portfolio or Fund, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Portfolio or Fund's transactions in securities or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide the Sub-Adviser with Portfolio or Fund sales data.
k. Nothing in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Greater India Portfolio), Investment Sub Advisory Agreement (Greater India Portfolio)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Variable Funds), Sub Advisory Agreement (Ing Variable Funds)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust‘s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Money Market Portfolio), Sub Advisory Agreement (Ing Intermediate Bond Portfolio)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ Mid Cap Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ Mid Cap Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ Mid Cap Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesMid Cap Fund, when these transactions should be executed, and what portion of the assets of the Series Mid Cap Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each SeriesMid Cap Fund, the Sub-Adviser shall make decisions for the Series Mid Cap Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesMid Cap Fund. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ Mid Cap Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Mid Cap Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series Mid Cap Fund so that no action or omission on the part of the Sub-Adviser shall cause a Series Mid Cap Fund to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Mid Cap Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securitiessecurities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of Mid Cap Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of Mid Cap Fund are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of Mid Cap Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each SeriesMid Cap Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Mid Cap Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesMid Cap Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the SeriesMid Cap Fund. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Mid Cap Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Mid Cap Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ Mid Cap Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Mid Cap Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series Mid Cap Fund’s benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc.Inc. (“Morningstar”), or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ Mid Cap Fund’s portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the SeriesMid Cap Fund; and
(iii) Confirmation of its understanding of each Series’ Mid Cap Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Mid Cap Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ styleMid Cap Fund’s style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ Mid Cap Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Mid Cap Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series Mid Cap Fund and the issuers and securities represented in each Series’ Mid Cap Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series Mid Cap Fund such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya EQUITY TRUST), Sub Advisory Agreement (Voya EQUITY TRUST)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Trusts' Boards and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each a Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to to, and execute and perform perform, foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each a Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s Trusts' Registration Statement Statements filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board Trusts' Boards of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement Statements of the Fund Trusts filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with Series so that it meets the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection consistent with annual its proxy voting guidelines and special meetings based upon the best interests of equity stockholders, provided however, that the Series. The Sub-Adviser retains responsibility will maintain appropriate records detailing its voting of proxies on behalf of the Trusts and will provide to vote or abstain from voting all proxies with respect to non-equity portfolio securitieseach Trust at least quarterly a report setting forth the proposals voted on and how its Series' shares were voted since the prior report, and including the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless name of the Manager gives the Sub-Adviser written instructions to the contrarycorresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and or other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Series' custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Series in determining or confirming, consistent with the procedures and policies stated in the Registration Statement Statements for the Fund Trusts or adopted by the Board Boards of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th 12th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trusts and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundSeries) as are necessary to assist the Fund Series and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Series are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board Trusts' Boards of Trustees for consideration at meetings of the Board Boards of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s Board Trusts' Boards of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Equity Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ portfolio and determine in its discretion the composition of the assets of each the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Sub-Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished provided to the Sub-Adviser by the Manager. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties The Sub-Adviser will (1) take all steps necessary to manage the Series so that it will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, (2) take all steps necessary to manage the Series so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and regulations issued thereunder, and (3) use reasonable efforts to manage the Series so as to ensure compliance by the Series with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. The Manager or the Fund will notify the Sub-Advisory AgreementAdviser of any pertinent changes, modifications to, or interpretations of Section 817(h) of the Internal Revenue Code and regulations issued thereunder. In managing the Series in accordance with these requirements, the Sub-Adviser shall be entitled to act and rely upon advice of counsel to the Fund, counsel to the Manager, or counsel to the Sub-Adviser, such counsel to be reasonably acceptable to the Manager.
(b) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with . The Manager or the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager Fund will notify the Sub-Adviser of relevant requirements and limitations pertinent provisions of applicable to the Series under such laws. In carrying out its duties under state insurance law with which the Sub-Advisory AgreementAdviser must comply under this Paragraph 2(b).
(c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Sub-Adviser or any of its affiliates, the Sub-Adviser will comply may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the following policies and procedures:
(i) The set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser will (1) manage each Series’ investments in a manner that is fair and work with equitable in the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part judgment of the Sub-Adviser shall cause a Series in the exercise of its fiduciary obligations to fail the Fund and to comply with such other clients, subject to reasonable review by the diversification requirements of Section 817(h) of the Code, Manager and the regulations issued thereunderBoard of Trustees.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iiid) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled purchased or sold through the Depository Trust Fund Company, the Sub-Adviser will arrange for the prompt automatic transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(ive) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserFund, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(df) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any all of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulationsrequested.
(eg) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each the Series such periodic and special reports as shall be agreed upon by the Trustees, the Manager, and the Sub-Adviser, which agreement shall not be unreasonably withheld.
(h) In rendering the services required under this Agreement, the Sub-Adviser may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. However, the Sub-Adviser may not retain as subadviser any company that would be an “investment adviser,” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Fund’s Board of Trustees and a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons,” as defined in the 1940 Act, of the Fund, the Manager, or the Sub-Adviser, or any such company that is retained as subadviser, and is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Fund to the extent required by the 1940 Act. The Sub-Adviser shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Sub-Adviser, any subadviser that the Sub-Adviser has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Sub-Adviser’s knowledge, in any material connection with the handling of Fund assets:
(i) been convicted, in the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or
(iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit, or knowing misrepresentation.
(i) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may reasonably be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations, provided that the Sub-Adviser may only trade swaps and derivatives under ISDA Master Agreements which are substantially similar to those reviewed and approved by the Manager. The Sub-Adviser also is hereby authorized to instruct the Fund custodian with respect to any collateral management activities in connection with any derivatives transactions. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
(j) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities and all portfolio securities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya MUTUAL FUNDS), Sub Advisory Agreement (Voya MUTUAL FUNDS)
Sub-Adviser Duties. Subject to the supervision of the FundCompany’s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundCompany’s Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Series Fund Inc), Sub Advisory Agreement (Ing Series Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors (“Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Portfolio and determine determine, in its discretion and subject to Section 3 of this Agreement, the composition of the assets of each Series’ portfoliothe Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioPortfolio. The Subject to Section 3 of this Agreement, the Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Portfolio’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Portfolio should be held in the various securities and other investments in which it may the Fund is permitted to invest. To In accordance with the extent permitted by the investment policies terms of each Seriesthis Agreement, the Sub-Adviser shall make decisions is authorized, in its sole discretion, to buy, sell, and otherwise trade in any of the types of securities and investment instruments in accordance with the investment objectives and policies disclosed in the Company’s Registration Statement for the Series Fund as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, as from time to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Seriestime amended (“Registration Statement”). The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Company’s Articles of Incorporation, By-Laws, and the Fund’s investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the FundCompany’s Registration Statement filed Statement. The Adviser shall provide the Sub-Adviser with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Company’s Articles of Incorporation, By-Laws, and any amendment to the Registration Statement promptly following its filing with the SEC as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement may also be subject to any other investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Portfolio so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the . The Sub-Adviser shall cause a Series to fail to comply not be responsible for compliance with the diversification requirements of Section 817(h) 851 of the Code, and Code with respect to any portions of the regulations issued thereunderFund that are not part of the Portfolio.
(ii) c. The Sub-Adviser will have no duty agrees to vote any proxy solicited by or take appropriate action (which includes voting) with respect to all proxies for the issuers Fund's portfolio investments in a timely manner in accordance with the Fund’s Proxy Voting Guidelines (a copy of securities in which assets of has been provided to the Series are invested in connection with annual and special meetings of equity stockholders, provided however, Sub-Adviser) to the extent that the Sub-Adviser retains receives timely notice that the Adviser no longer will be voting proxies for the Fund’s portfolio investments. When the Adviser has assumed responsibility to vote or abstain from for voting all proxies with respect to non-equity for the Fund’s portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions investments pursuant to the contrary.
(iii) In connection with the purchase and sale of securities for each SeriesFund’s Proxy Voting Guidelines, the Sub-Adviser will arrange agrees to take any and all appropriate actions to facilitate the Adviser's timely receipt of all proxies for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentinvestments, which the Adviser, in turn, will vote.
(iv) d. The Sub-Adviser will assist the custodian Company’s Custodian (“Custodian”) and portfolio accounting agent for the Fund Adviser in determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Company’s assets and will not take possession or custody of such assets.
(v) e. Following the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Portfolio as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing approval by the Manager) containing a Adviser. The Sub-Adviser also will provide to the Company any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateCompany.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical ServicesAdviser, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of a written investment oversight questionnaire in a form provided by the assets of each Series’ portfolio and the top ten holdingsAdviser, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective a risk management and related analytic report in a format agreed to in advance by the Adviser and Sub-Adviser’s projected plan to seek to realize , and (iv) such other reports as may be reasonably requested by the Series’ investment objectivesAdviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Company and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Portfolio and the issuers investments in the Portfolio in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Calvert World Values Fund Inc), Investment Sub Advisory Agreement (Calvert World Values Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees (the "Board") and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Trust's purchase or sale of securities for the securities, cash, and other investments contained in the Trust's portfolio. The Subject to approval of the Trust's Board and notice to the Sub-Adviser, the Adviser 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 investment research and conduct a continuous program of investment evaluation, investment, sales, and reinvestment of each Series’ the Trust's assets by determining the securities and other investment strategy that the Trust shall pursue, including which investments that shall be purchased, entered into, sold, closed, purchased or exchanged sold for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesTrust. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust's investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amendedamended (the "Registration Statement"), to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the Manager’s Sub-Adviser's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Trust related to the implementation of the investment strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the "Custodian") on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities investments to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities investments to be settled through the Depository Trust CompanyTrust's Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentTrust's Custodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities investment or other assets of the Series Trust for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the fair value of the Trust's portfolio of investment for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Trust's portfolio of investment from Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust's assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Trust's semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust's investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested by such authorities in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Trust and the issuers investment purchased and securities represented in each Series’ sold for the Trust's portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Buy-Write Income Fund), Investment Sub Advisory Agreement (Eaton Vance Tax-Managed Buy-Write Opportunities Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust‘s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya INTERMEDIATE BOND PORTFOLIO), Sub Advisory Agreement (Voya MONEY MARKET PORTFOLIO)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreementconnection with managing a Series, the Sub-Adviser will conform with the Investment Advisers Act of 1940 as amended (the “Advisers Act”) and the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulationsregulations set forth in this Agreement or in the Fund’s Prospectus or Statement of Additional Information, with any applicable procedures adopted by the Fund’s Board of Trustees of Directors (which procedures shall be provided to the Sub-Adviser has been sent a copy, with prior reasonable notice) and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 1933, as amended (the “1933 Act”) ), and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager (which policies and agreed procedures shall be provided to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawswith prior reasonable notice). In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will will: (1) manage each Series’ investments and work with Series so that it meets the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), ; and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Internal Revenue Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of equity securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any material conflict of interest, which is not already described in Sub-Adviser’s current Form ADV, with respect to the issuers of securities that are the subject of such recommendations. Coordination and execution of voting matters, with respect to issuers of bonds or other fixed income securities will be the responsibility of the Sub-Adviser.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not purposely take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be shareholders; subject to review and editing by the Manager) Manager and mutual agreement by the Sub-Adviser, containing a discussion of those factors referred to in Item 27(b)(722(b)(7)(i) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist for each month, in a form provided by the Manager for each month Manager, by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds determined by the Manager as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ the Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ed) The Sub-Adviser will provide reports to the Fund’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees Directors and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Variable Portfolios Inc), Sub Advisory Agreement (Ing Variable Portfolios Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio the Fund and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Fund, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioFund. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Fund’s assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Fund; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may the Fund is permitted to invest. To The Sub-Adviser is authorized, in its sole discretion and without prior consultation with the extent Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund’s Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in rendering investment policies of each Seriesadvisory services to the Fund. Under such circumstances, the Sub-Adviser shall make decisions be fully accountable to the Fund and/or the Adviser for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf actions of the Seriessuch affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust’s Declaration of Trust, By-Laws, and investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the FundTrust’s Registration Statement as filed with the Securities and Exchange Commission SEC under the 1940 Act, as from time to time amended (“SECRegistration Statement”), as amended, . The Adviser shall promptly provide the Sub-Adviser with copies of any amendment to the extent copies Registration Statement prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the Registration Statement as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s services under this Agreement also will be provided in accordance with any internal guidelines or investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing from time to time by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund Procedures”), and (iv) the provisions of the Fund’s Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the ManagerAdviser’s portfolio manager operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”).
c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities in the Fund’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Adviser and (2) if applicableprovided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures. As provided in the Fund Procedures, manage each Series so that no action or omission on the part Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser shall cause a Series to fail to comply with as are approved by the diversification requirements of Section 817(h) of the Code, Adviser and the regulations issued thereunderBoard. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Fund to the Adviser or any third party agent designated by the Adviser in a timely manner for inclusion in the Fund’s requisite Form N-PX.
(ii) d. The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades provide reasonable assistance to the Fund’s custodian (“Custodian”) and portfolio accounting agent.
(iv) The Sub-the Adviser will assist the custodian and portfolio accounting agent for the Fund in their determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Fund as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assetsassets and (ii) is not engaged to provide the official books and records of the Fund. The Adviser acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation agent for the Fund, and (ii) the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157).
(v) e. Following the end of each of the Fund’s fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, as well as any discussion of the Fund’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Fund as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing by the Manager) containing a Adviser and further subject to the terms of Section 7 hereof. The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateTrust.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided agreed to in advance by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan , (ii) a written investment oversight questionnaire in a form agreed to seek in advance by the Adviser and Sub-Adviser, (iii) a risk management and related analytic report in a format agreed to realize in advance by the Series’ investment objectivesAdviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by the Adviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Fund maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub-Adviser’s services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Fund and the issuers investments in the Fund in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub-Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. The Sub-Adviser shall not consult with any other sub-adviser of the Fund or the Trust, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Fund or Trust’s transactions in securities or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide the Sub-adviser with Fund or Trust sales data.
k. Nothing in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust), Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees Adviser and the ManagerTrust and the investment policies set forth in the Fund's registration statement, as amended and supplemented from time to time (the "Registration Statement"), filed with the Securities and Exchange Commission ("SEC"), the Sub-Sub- Adviser will shall provide a continuous investment program for each Series’ portfolio the Fund, and determine in its discretion the composition of the assets of each Series’ portfoliothe Fund, including determination of the purchase, retention, retention or sale of the securities, cash, and other investments contained in investments, including futures contracts and options thereon, for the portfolioFund. The Sub-Adviser will shall provide investment research and analysis, which may consist of computerized investment methodology, and shall conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund's assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest, and the Sub-Adviser is hereby authorized to execute and perform such services on behalf of the Fund. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform foreign currency exchange contracts the same on behalf of the SeriesFund. In performing these duties, the Sub- Adviser:
(a) Shall (1) manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and (2) manage the Fund so as to ensure compliance by the Fund with the diversification requirements of Section 817(h) of the Internal Revenue Code and Regulations issued thereunder. The Adviser shall notify the Sub-Adviser will provide of any amendments to Section 817(h) of the services under this Agreement Internal Revenue Code and Regulations issued thereunder. In managing the Fund in accordance with each Series’ investment objective or objectivesthese requirements, policies, the Sub-Adviser shall be entitled to receive and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, act upon advice of counsel to the extent copies of Trust, counsel to the Fund’s Registration Statement and related amendments are furnished Adviser, or counsel to the Sub-Adviser by that is also acceptable to the Manager. The Sub-Adviser further agrees as follows:Adviser.
(ab) In carrying out its duties under managing the Sub-Advisory AgreementFund, the Sub-Adviser will shall conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto, (2) all other applicable federal and state laws and regulationsregulations pertaining to investment vehicles underlying variable annuity and/or variable life insurance contracts, with (3) any applicable procedures procedures, policies and guidelines adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copyTrust (the "Trustees"), (4) the Fund's objectives, investment policies and investment restrictions as stated in the Fund's Prospectus and Statement of Additional Information, and (5) the provisions of the Fund's Registration Statement of the Fund filed on Form N-1A under the Securities Act of 1933 (the “"1933 Act”") and the 0000 Xxx. Until the Adviser delivers any supplements or amendments to the Sub-Adviser, the Sub-Adviser shall be fully protected in relying on the Fund's Registration Statement previously furnished to the Sub-Adviser by the Adviser.
(c) Is responsible, in connection with its responsibilities under this Paragraph, for decisions to buy and sell securities and other investments for the Fund, for broker-dealer and future commissions merchants ("FCM") selection and for negotiation of commission rates. The Sub-Adviser's primary consideration in effecting a security or other transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the Prospectus and Statement of Additional Information for the Fund, as amended or supplemented from time to time. Subject to such policies as the Trustees may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), 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 the Fund to pay a broker or dealer, acting as agent, for a portfolio transaction effected at a price in excess of the amount of commission another broker or dealer would have charged for effecting that transaction 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 or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's (or its affiliates) overall responsibilities with respect to the Fund and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards, and in accordance with Section 11(a) of the 1934 Act and Rule 11a2- 2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-Adviser if it is registered as a copy, and broker or dealer with the Manager’s portfolio manager operating policies SEC or as a FCM with the Commodities Futures Trading Commission ("CFTC"), to any of its affiliates that are registered as a broker or dealer with the SEC or as a FCM with the CFTC, or to such brokers and procedures as in effect on dealers that also provide research or statistical research and material or other services to the date hereof, as such policies and procedures may be revised Fund or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify Such allocation shall be in such amounts and proportions as the Sub-Adviser of relevant requirements and limitations applicable to shall determine consistent with the Series under such laws. In carrying out its duties under the Sub-Advisory Agreementabove standards, and, upon request, the Sub-Adviser will comply with shall report on said allocation to the following policies Adviser and procedures:
(i) The the Trust, indicating the brokers, dealers or FCMs to which such allocations have been made and the basis therefor. Sub-Adviser will (1) manage each Series’ investments and work with report to the Manager Adviser any soft dollar arrangements that result in services to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of Trust and/or the Sub-Adviser shall cause a Series to fail to comply with as may be reasonably requested by the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunderTrustees.
(iid) The Sub-Adviser will have no duty May, on occasions when the purchase or sale of a security is deemed to vote be in the best interest of the Fund, as well as any proxy solicited by or with respect other investment advisory clients, to the issuers extent permitted by applicable laws and regulations, aggregate the securities to be so sold or purchased with those of securities its other clients where such aggregation is not inconsistent with the policies set forth in which assets the Fund's Registration Statement. In such event, allocation of the Series are invested securities so purchased or sold, as well as the expenses incurred in connection with annual and special meetings of equity stockholdersthe transactions, provided however, that will be made by the Sub-Adviser retains responsibility in the exercise of its fiduciary obligations to vote or abstain from voting all proxies with respect the Fund and to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate such other clients in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrarymanner that in its judgment is fair and equitable.
(iiie) In Shall, in connection with the purchase and sale of securities for each Seriesthe Fund, together with the Sub-Adviser will Adviser, arrange for the daily transmission to the Fund's custodian and portfolio accounting recordkeeping agent for the Series on a daily basis, of such confirmationconfirmation(s), trade tickets, and other documents and information, including, but not limited to, CusipCUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting recordkeeping agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesFund. With respect to portfolio securities to be settled purchased or sold through the Depository Trust Company, the Sub-Adviser will shall arrange for the prompt automatic transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agentrecordkeeping agent and, if required, to the Adviser.
(ivf) The Sub-Adviser will Shall assist the custodian and portfolio accounting recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserFund, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting recordkeeping agent reasonably seeks assistance from the Sub-Adviser or identifies for review by the Sub-Sub- Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(vg) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will Shall make available to the Fund Trust and the Manager, Adviser promptly upon request, any of the Series’ Fund's investment records and ledgers maintained by the Sub-Sub- Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting and recordkeeping agent for the Fund) ), as are necessary to assist the Fund Trust and the Manager to comply Adviser in compliance with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will shall furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(eh) The Sub-Adviser will provide reports Shall regularly report to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees Trust on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund's portfolio, and will shall furnish the Fund’s Board of Trustees with respect to each Series Trust such periodic and special reports as the Trustees and the Manager Adviser may reasonably request.
(i) Shall not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities, and shall keep confidential any information obtained pursuant to the Agreement, and disclose such information only if the Trust has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. The Trust and the Adviser shall not disclose or use any records or information respecting the Sub-Adviser obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and shall keep confidential any information obtained pursuant to this Agreement, and disclose such information only as expressly authorized in this Agreement, if the Trust has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority.
(j) Shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Sub-Adviser has not, to the best of the Sub-Adviser's knowledge:
(i) been convicted, in the last ten (10) years, of any felony or misdemeanor involving the purchase or sale of any security or arising out of such person's conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesperson, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesperson or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.
(k) Shall provide to Adviser and the Trust by April 1 of each calendar year a copy of the Sub-Adviser's Form ADV as amended and most recently filed with the SEC and a list of persons who the Sub-Adviser has authorized to give written and/or oral instructions to Custodians of Fund assets for the Fund.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Providian Series Trust), Investment Sub Advisory Agreement (Providian Series Trust)
Sub-Adviser Duties. Subject to the supervision of the FundCompany’s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Company's Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya SERIES FUND INC), Sub Advisory Agreement (Voya SERIES FUND INC)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Fund’s purchase or sale of options for the securities, cash, and other investments contained in the Fund’s portfolio. The Subject to approval of the Trust’s Board and notice to the Sub-Adviser, the Adviser 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 each Series’ the Fund’s assets by determining the securities and other investments options strategy that the Fund shall pursue, including which options shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser Fund shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Serieshave options written against them. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amendedamended (the “Registration Statement”), to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with materially any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the ManagerSub-Adviser’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Fund related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund (the “Custodian”) on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities options to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesFund. With respect to portfolio securities options to be settled through the Depository Trust CompanyFund’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Fund’s custodian and portfolio accounting agentCustodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities options or other assets of the Series Fund for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the fair value of the Fund’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Fund’s portfolio of options from Interactive Data (“IDS”), Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund and the ManagerAdviser, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Fund which may be requested by such authorities in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board on the options portion of Trustees on the investment program for each Series the Fund and the issuers options purchased and securities represented in each Series’ sold for the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
h. The Adviser shall assure that the Fund complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Fund’s options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Fund’s compliance with its investment policies and restrictions other than those concerning implementation of the Fund’s option strategy. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust), Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Company‘s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Company's Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya STRATEGIC ALLOCATION PORTFOLIOS INC), Sub Advisory Agreement (Voya VARIABLE PORTFOLIOS INC)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust‘s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the FundTrust’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Money Market Portfolio), Sub Advisory Agreement (Ing Intermediate Bond Portfolio)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ ' portfolio and determine in its discretion the composition of the assets of each the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. From time to time, at the request of the Manager, the Sub-adviser will cooperate with and assist a Transition Manager, hired by the Manager, when the Series' portfolio is part of a larger transition of assets, provided that the Sub-Adviser will continue to have full discretion with respect to the Series investment portfolio. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. At the request of the Manager, the Sub-Adviser will participate in standing instructions giving the Funds' custodian authority to administer daily foreign currency exchange transactions. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"the SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and which apply to the duties of the Sub-Adviser, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawsManager. In carrying out its duties under the Sub-Advisory this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission timely transmission, as determined by the portfolio accounting agent to enable the agent to accurately calculate the Series' daily net asset value, to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent administrator for the Fund in reviewing, determining or confirmingconfirming (including, if necessary, obtaining broker-quoted prices), consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably administrator seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of the Series and the 15th day following the end of the Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist checklist, a certified compliance acknowledgement report and the group of reports listed below in a form provided by the Manager for each month by the 10th business day of the following month:
1) Report on Brokerage Commissions and Soft Dollar Usage.
2) Trade Compliance reporting pertaining to Rules 17a-7, 17e-1, 10f-3 under the 1940 Act.
3) Report on Illiquid and Restricted Securities held in each portfolio.
4) Reports required on Issuers Credit Ratings applicable to Rule 2a-7 under the 1940 Act.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment books and records and ledgers maintained by the Sub-Adviser (which shall not include the books and records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority over the Fund, the Manager or the Sub-Adviser any information or reports not readily available at the custodian or the portfolio accounting agent in connection with such the services provided hereunder in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Manager for the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each the Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject The Sub-Adviser shall, except as otherwise provided herein, render or make available all services needed for the management and operation of the Portfolios and the Funds, and shall, as part of its duties hereunder, (i) furnish advice and recommendations with respect to the supervision investment of the Fund’s Board assets of Trustees the Portfolios and the ManagerFunds and the purchase and sale of the portfolio securities of the Portfolios and the Funds, including the taking of such other steps as may be necessary to implement such advice and recommendations, (ii) furnish reports, statements and other data on securities, economic conditions and other pertinent subjects which the Adviser or the Trustees of the Trust ("Trustees") may request, (iii) furnish such office space and personnel as is needed by the Portfolios and the Funds in connection with the investment of the assets of the Portfolios and the Funds, and (iv) in general, superintend and manage the investments of the Portfolios and the Funds, subject to the ultimate supervision and direction of the Trustees of the Trust. Furthermore, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cashagrees to manage, and other to direct the acquisition and disposition of, Portfolio and Fund investments contained in accordance with the portfolioPortfolios' and the Funds' investment policies as communicated to the Sub- Adviser in writing from time to time. The Sub-Adviser will provide investment research and conduct deliver to the Adviser not less than quarterly a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion written statement of the assets investments of the Series should be held in Portfolios and the various securities and other investments in which it may investFunds. To It is agreed that the extent permitted by the investment policies standard of each Series, care imposed upon the Sub-Adviser shall make decisions is to act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. It is further agreed that the Sub-Adviser, in the maintenance of its records, does not assume responsibility for the Series accuracy of information furnished by the Adviser. In performing these duties, the Sub- Adviser:
(a) Shall not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities, and shall keep confidential any information obtained pursuant to foreign currency matters the Agreement, and make determinations as to and execute and perform foreign currency exchange contracts on behalf of disclose such information only if the SeriesTrust has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. The Trust and the Adviser shall not disclose or use any records or information respecting the Sub-Adviser will provide the services under obtained pursuant to this Agreement in accordance with each Series’ investment objective or objectives, policiesany manner whatsoever except as expressly authorized in this Agreement, and restrictions shall keep confidential any information obtained pursuant to this Agreement, and disclose such information only as stated expressly authorized in this Agreement, if the Trust has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority.
(b) Shall be responsible for making reasonable inquiries of each of Sub-Adviser's employees such that such employee has not, to the best of the Sub- Adviser's knowledge:
(i) been convicted, in the Fund’s Registration Statement last ten (10) years, of any felony or misdemeanor involving the purchase or sale of any security or arising out of such person's conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesperson, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesperson or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.
(c) Shall provide to Adviser and the Trust by April 1 of each calendar year a copy of the Sub-Adviser's Form ADV as amended and most recently filed with the Securities and Exchange Commission (“"SEC”), as amended, to the extent copies ") and a list of the Fund’s Registration Statement and related amendments are furnished to the Sub-Adviser by the Manager. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which persons who the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed authorized to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser give written and/or oral instructions to the contrary.
(iii) In connection with the purchase and sale custodians of securities for each Series, the Sub-Adviser will arrange Trust assets for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentTrust.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-Adviser, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Providian Series Trust), Investment Sub Advisory Agreement (Providian Series Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the ManagerAdviser, the Sub-Sub- Adviser will provide a continuous investment program for each Series’ portfolio the Fund and determine determine, in its discretion discretion, the composition of the assets of each Series’ portfoliothe Fund, including the determination of the purchase, retention, or sale of the securities, cash, and other investments contained in for the portfolioFund. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, salessale, and reinvestment of each Series’ the Fund's assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, or and/or exchanged for the Series, Fund; (b) when these transactions should be executed, and (c) what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may the Fund is permitted to invest. To The Sub- Adviser is authorized, in its sole discretion and without prior consultation with the extent Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment instruments permitted by the Fund's Registration Statement. The Sub-Adviser may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements in rendering investment policies of each Seriesadvisory services to the Fund. Under such circumstances, the Sub-Adviser shall make decisions be fully accountable to the Fund and/or the Adviser for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf actions of the Seriessuch affiliates. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust's Declaration of Trust, By-Laws, and investment objective or objectivesobjective(s), policies, policies and procedures and restrictions as stated in the Fund’s Trust's Registration Statement as filed with the Securities and Exchange Commission (“SEC”)SEC under the 1940 Act, as amended, from time to time amended ("Registration Statement"). The Adviser shall promptly provide the Sub-Adviser with copies of any amendment to the extent copies Registration Statement prior to the commencement of this Agreement and shall provide the Sub-Adviser with drafts of any other amendment to the Registration Statement as well as any sticker supplements to the Fund’s Registration Statement and related amendments are furnished 's prospectus or statement of additional information relevant to the Sub-Adviser or its management of the Fund. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser's services under this Agreement also will be provided in accordance with any internal guidelines or investment parameters for the Fund (including portfolio risk limits) that are mutually agreed to in writing from time to time by the ManagerAdviser and the Sub-Adviser. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii) all other applicable federal and state laws and regulations, with (iii) any applicable procedures adopted by the Fund’s Board of Trustees of which and deemed applicable by the Adviser to the Fund (provided that the Sub-Adviser has been sent or will be provided by the Adviser with a copycopy of any current or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) ("Fund Procedures"), and (iv) the provisions of the Fund's Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”as described above), and (v) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager Adviser's operating policies and procedures as in effect on provided to the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser will comply with acknowledges that it has received from the following policies Adviser written copies of the current Fund Procedures and procedures:has had a reasonable period of time to understand and adapt to such Procedures.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended ("Code").
c. The Sub-Adviser shall exercise voting authority with respect to proxies that the “Code”)Fund is entitled to vote with regard to securities in the Fund's portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Adviser and (2) if applicableprovided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures. As provided in the Fund Procedures, manage each Series so that no action or omission on the part Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser shall cause a Series to fail to comply with as are approved by the diversification requirements of Section 817(h) of the Code, Adviser and the regulations issued thereunderBoard. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Fund to the Adviser or any third party agent designated by the Adviser in a timely manner for inclusion in the Fund's requisite Form N-PX.
(ii) d. The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades provide reasonable assistance to the Fund’s 's custodian ("Custodian") and portfolio accounting agent.
(iv) The Sub-the Adviser will assist the custodian and portfolio accounting agent for the Fund in their determining or confirming, consistent with the procedures relevant Fund Procedures and policies as stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserStatement, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably Custodian or the Adviser seeks assistance from from, or identifies for review by by, the Sub-AdviserAdviser and otherwise perform such duties as sub-adviser for the Fund as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Series’ Trust's assets and will not take possession or custody of such assetsassets and (ii) is not engaged to provide the official books and records of the Fund. The Adviser acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation agent for the Fund, and (ii) the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be subject (e.g., FAS 157).
(v) e. Following the end of each of the Fund's fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-SAR and Form N-Q, as well as any discussion of the Fund's performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the Managerperformance of the Fund as reasonably requested by the Adviser, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to which shall be subject to review and editing by the Manager) containing a Adviser and further subject to the terms of Section 7 hereof. The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the prior quarter and the fiscal year to dateTrust.
(vi) f. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 10th calendar day of the following quarter (i) a written compliance checklist in a form provided agreed to in advance by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan , (ii) a written investment oversight questionnaire in a form agreed to seek in advance by the Adviser and Sub- Adviser, (iii) a risk management and related analytic report in a format agreed to realize in advance by the Series’ investment objectivesAdviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by the Adviser.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) g. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ investment records and ledgers for the Fund maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or Custodian, portfolio accounting agent or other service providers for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply Adviser in complying with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), and the rules under each, as well as other applicable securities laws. The Sub-Sub- Adviser will furnish to regulatory authorities authorities, having the requisite authority over the Fund, any information or reports in connection with such the Sub- Adviser's services in respect to the Series which Fund and the Adviser that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) h. The Sub-Adviser will provide periodic reports to the Fund’s Board of Trustees (for consideration at meetings of the Board of Trustees Board) on the investment program for each Series the Fund and the issuers investments in the Fund in a format agreed to in advance by the Adviser and securities represented in each Series’ portfolio, Sub-Adviser and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and other special reports as the Trustees and Board or the Manager Adviser may reasonably request, provided the format of such special reports is agreed to in advance by the Adviser and Sub- Adviser.
i. The Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an adequate amount based on the Sub-Adviser's assets under management and the scope of its business.
j. The Sub-Adviser shall not consult with any other sub-adviser of the Fund or the Trust, or the sub-adviser to any other investment company (or separate series of an investment company) managed by the Adviser concerning the Fund or Trust's transactions in securities or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide the Sub-adviser with Fund or Trust sales data.
k. Nothing in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust), Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the U.S. Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Trust's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 business days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Trust's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s Trust's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Variable Insurance Trust), Sub Advisory Agreement (Ing Variable Insurance Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited, to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Fund, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Interim Sub Advisory Agreement (Ing Investors Trust), Interim Sub Advisory Agreement (Ing Investors Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ the Fund’s portfolio and determine in its discretion the composition of the assets of each Series’ the Fund’s portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series Fund should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Fund, the Sub-Adviser shall make decisions for the Series Fund as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesFund. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series Fund are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Fund are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Fund. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation.
(iii) In connection with the purchase and sale of securities for each Seriesthe Fund, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the SeriesFund. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series Fund for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Fund’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722 (b) (7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will A complete and deliver to the Manager a written compliance checklist checklist, in a form provided by the Manager, will be delivered to the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information information, to the extent applicable, as of the immediately previous month’s end.
(i) A performance comparison to the Series Fund’s benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc.Inc. (“Morningstar”), or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ the Fund’s portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the SeriesFund; and
(iii) Confirmation of its understanding of each Series’ the Fund’s current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ Fund’s investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylethe Fund’s style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will use reasonable efforts to make available to the Fund and the Manager, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will use reasonable efforts to furnish to regulatory authorities having the requisite authority any information or reports in the possession of the Sub-Adviser in connection with such services in respect to the Series Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Fund and the issuers and securities represented in each Series’ the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series the Fund such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (ING International High Dividend Equity Income Fund), Sub Advisory Agreement (ING International High Dividend Equity Income Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust‘s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the FundTrust’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya MONEY MARKET PORTFOLIO), Sub Advisory Agreement (Voya INTERMEDIATE BOND PORTFOLIO)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Trust's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund Trust that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, sector distribution and other risk statistics impact of key portfolio holdings on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Trust's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s Trust's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (Ing Investors Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. From time to time, at the request of the Manager, the Sub-adviser will cooperate with and assist a Transition Manager, hired by the Manager, when the Series' portfolio is part of a larger transition of assets, provided that the Sub-Adviser will continue to have full discretion with respect to the Series investment portfolio. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. At the request of the Manager, the Sub-Adviser will participate in standing instructions giving the Fund' custodian authority to administer daily foreign currency exchange transactions. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 1933, as amended (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawsManager. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission timely transmission, as determined by the portfolio accounting agent to enable the agent to accurately calculate the Series' daily net asset value, to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent administrator for the Fund in reviewing, determining or confirmingconfirming (including, if necessary, obtaining broker-quoted prices), consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably administrator seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist checklist, a certified compliance acknowledgement report and the group of reports listed below in a form provided by the Manager for each month by the 10th business day of the following month:
1) Report on Brokerage Commissions and Soft Dollar Usage.
2) Trade Compliance reporting pertaining to Rules 17a-7, 17e-1, 10f-3 under the 1940 Act.
3) Report on Illiquid and Restricted Securities held in each portfolio.
4) Reports required on Issuers Credit Ratings applicable to Rule 2a-7 under the 1940 Act.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in provided to Sub-Adviser by the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securitiesManager;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with advise the Manager clarify with Morningstar of any style box conflicts with each Series’ ' style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. The Manager shall maintain and preserve all books and other records of the Fund, as required under the 1940 Act except for all records related to the Fund's transactions, which shall be preserved and maintained by the Sub-Adviser, and any other records that the Sub-Adviser is required to maintain under the 1940 Act, and the Manager shall timely furnish to Sub-Adviser all information and copies of books and records reasonably requested by Sub-Adviser to enable the Sub-Adviser to comply with a request made with respect to the Fund in connection with a regulatory inspection.
(e) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees [Directors/Trustees] and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees [Directors/Trustees] of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy assist in voting all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection consistent with annual any procedures or guidelines approved by the Board of [Directors/Trustees], and special meetings of equity stockholdersthe Manager or the Sub-Adviser. If requested, provided however, that the Sub-Adviser retains responsibility to vote or abstain from will maintain appropriate records detailing its voting all of proxies with respect to non-equity portfolio securities, on behalf of the Fund and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-Adviser[Directors/Trustees], the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter semi-annual period, if different, and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.:
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ the Fund's current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ Fund's investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylethe Fund's style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees [Directors/Trustees] for consideration at meetings of the Board of Trustees [Directors/Trustees] on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees [Directors/Trustees] with respect to each Series such periodic and special reports as the Trustees [Directors/Trustees] and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Prime Rate Trust), Sub Advisory Agreement (Ing Senior Income Fund)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser will complete for its approval and deliver to the Sub-Adviser has not commented within 10 days, the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s endand its affiliated persons may use and distribute such sales literature or other promotional material.
(ib) A performance comparison to In connection with the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance purchase and sale of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of securities for each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work arrange for the transmission to the custodian and portfolio accounting agent for the Series 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 securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Manager clarify with Morningstar any style box conflicts with each Series’ style. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund's custodian and portfolio accounting agent.
(dc) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ed) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees Directors for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees Directors and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Adviser Agreement (Lexington Troika Dialog Russia Fund Inc), Sub Adviser Agreement (Lexington Small Cap Asia Growth Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Directors/Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ ' portfolio and determine in its discretion the composition of the assets of each the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Directors/Trustees of which the Sub-Adviser has been sent a copy, and which apply to the duties of the Sub-Adviser, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the a Series are invested in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the shareholders of such Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and custodian, portfolio accounting agent and fund administrator for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors/Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of the Series and the 15th day following the end of the Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 business days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment books and records and ledgers maintained by the Sub-Adviser (which shall not include the books and records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority over the Fund, the Manager or the Sub-Adviser any information or reports not readily available at the custodian or the portfolio accounting agent in connection with such the services provided hereunder in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Manager for the Fund’s 's Board of Directors/Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ ' portfolio, and will furnish the Fund’s 's Board of Directors/Trustees with respect to each the Series such periodic and special reports as the Directors/Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Vp Emerging Markets Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Interim Sub Advisory Agreement (Aetna Variable Portfolios Inc), Interim Sub Advisory Agreement (Ing Series Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Voya VARIABLE FUNDS), Sub Advisory Agreement (Voya VARIABLE FUNDS)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundTrust’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund Trust that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ stylestyle and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the FundTrust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the FundTrust’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Investors Trust), Sub Advisory Agreement (Ing Investors Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each the Series’ portfolio and determine in its discretion the composition of the assets of each the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. From time to time, at the request of the Manager, the Sub-adviser will cooperate with and assist a Transition Manager, hired by the Manager, when the Series’ portfolio is part of a larger transition of assets, provided that the Sub-Adviser will continue to have full discretion with respect to the Series investment portfolio. To the extent permitted by the investment policies of each the Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. At the request of the Manager, the Sub-Adviser will participate in standing instructions giving the Funds’ custodian authority to administer daily foreign currency exchange transactions. The Sub-Adviser will provide the services under this Agreement in accordance with each the Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and which apply to the duties of the Sub-Adviser, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawsManager. In carrying out its duties under the Sub-Advisory this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each the Series, the Sub-Adviser will arrange for the transmission timely transmission, as determined by the portfolio accounting agent to enable the agent to accurately calculate the Series’ daily net asset value, to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent administrator for the Fund in reviewing, determining or confirmingconfirming (including, if necessary, obtaining broker-quoted prices), consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably administrator seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of the Series and the 15th day following the end of the Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b) (7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist checklist, a certified compliance acknowledgement report and the group of reports listed below in a form provided by the Manager for each month by the 10th business day of the following month:
1) Report on Brokerage Commissions and Soft Dollar Usage.
2) Trade Compliance reporting pertaining to Rules 17a-7, 17e-1, 10f-3 under the 1940 Act.
3) Report on Illiquid and Restricted Securities held in each portfolio.
4) Reports required on Issuers Credit Ratings applicable to Rule 2a-7 under the 1940 Act.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment books and records and ledgers maintained by the Sub-Adviser (which shall not include the books and records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority over the Fund, the Manager or the Sub-Adviser any information or reports not readily available at the custodian or the portfolio accounting agent in connection with such the services provided hereunder in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Manager for the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each the Series and the issuers and securities represented in each the Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each the Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolioportfolio as the Fund's agent and attorney-in-fact with full power and authority in connection with such assets without prior consultation with any of the Manager, the Fund or the Fund's Board of Trustees. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities securities, cash and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' respective investment objective or objectives, policies, and restrictions as stated agreed upon by the Manager and the Sub-Adviser and as set forth in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amendedamended to reflect such agreement by the parties hereto, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the If a procedure applicable to a Series is subject to state insurance lawsbe revised, the Manager will notify provide reasonable prior notice to the Sub-Adviser of relevant requirements and limitations applicable the proposed revisions, including a copy of the procedure as proposed to the Series under such laws. be revised.
(b) In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Manager will be solely responsible for making all required filings of Form N-PX with the appropriate regulatory bodies. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall not be liable to the Manager, the Fund or any of the Fund's shareholders as a result of any act, conduct or omission of the Manager in connection with its voting of proxies associated with securities contained in any of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basisSeries, as needed, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assetsassets nor a pricing agent or the pricing agent for the Fund. The Sub-Adviser shall not be liable for any valuation determined or adopted by the Fund, the Fund's custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by the Sub-Adviser that is materially incorrect or incomplete as a result of the Sub-Adviser's gross negligence.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bc) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(cd) Upon reasonable request by the Manager, the The Sub-Adviser will work with assist the Manager clarify Manager, as reasonably requested, in its discussions with Morningstar to clarify any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(de) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ef) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(g) In rendering the services required under this Agreement, the Sub-Adviser may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. However, the Sub-Adviser may not retain as sub-adviser any company that would be an "investment adviser," as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust's Board of Trustees and a majority of Trustees who are not parties to any agreement or contract with such company and who are not "interested persons," as defined in the 1940 Act, of the Trust, the Manager, or the Sub-Adviser, or any such company that is retained as sub-adviser. The Sub-Adviser shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Sub-Adviser, any sub-adviser that the Sub-Adviser has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Sub-Adviser's knowledge, in any material connection with the handling of Trust assets:
(i) been convicted, in the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Xxxx, xx xxxxxxxxx xxx purchase or sale of any security; or
(ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or
(iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit, or knowing misrepresentation.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Equity Trust), Sub Advisory Agreement (Ing Mutual Funds)
Sub-Adviser Duties. Subject to the supervision of the FundCompany’s Board of Trustees Directors and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the FundCompany’s registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act, as may be amended or supplemented from time to time (the “Registration Statement Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Company's Board of Trustees Directors of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) ), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies solicitations with respect to non-equity portfolio securities, securities and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Company solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the FundCompany’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Company or adopted by the Board of Trustees and furnished to the Sub-AdviserDirectors, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A (or similar section in effect from time to time) in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund Company and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundCompany) as are necessary to assist the Fund Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Company are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the FundCompany’s Board of Trustees Directors for consideration at meetings of the Board of Trustees Directors on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the FundCompany’s Board of Trustees Directors with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Company, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Series Fund Inc), Sub Advisory Agreement (Ing Series Fund Inc)
Sub-Adviser Duties. Subject to the supervision of the FundTrust’s Board of Trustees (the “Board”) and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion relating to the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, Fund’s purchase or sale of options for the securities, cash, and other investments contained in the Fund’s portfolio. The Subject to approval of the Trust’s Board and notice to the Sub-Adviser, the Adviser 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 each Series’ the Fund’s assets by determining the securities and other investments options strategy that the Fund shall pursue, including which options shall be purchased, entered into, sold, closed, or exchanged for the SeriesFund, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser Fund shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Serieshave options written against them. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Fund’s investment objective or objectives, policies, and restrictions as stated in the FundTrust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amendedamended (the “Registration Statement”), to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the Manager071_0028 Adviser prior to the commencement of this Agreement and promptly following any such amendment. The Adviser and the Sub-Adviser further agrees agree as follows:
(a) In carrying out its duties under a. Each of the Sub-Advisory Agreement, Adviser and the Sub-Adviser will conform materially with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with materially any applicable procedures adopted by the FundTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the ManagerSub-Adviser’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 Each of the Internal Revenue Code of 1986, as amended (the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with exercise reasonable care in the diversification requirements performance of Section 817(h) of its duties under the Code, and the regulations issued thereunderAgreement.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) b. In connection with the any purchase and sale of securities for each Seriesthe Fund related to the implementation of the options strategy developed by the Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Fund (the “Custodian”) on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities options to be purchased or sold on behalf of the SeriesFund, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesFund. With respect to portfolio securities options to be settled through the Depository Trust CompanyFund’s Custodian, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such options trades to the Fund’s custodian and portfolio accounting agentCustodian.
(iv) c. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities options or other assets of the Series Fund for which the custodian Sub-Adviser is responsible and portfolio accounting agent reasonably for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the fair value of the Fund’s portfolio of options for which the Sub-Adviser is responsible and shall obtain at its own expense pricing services for the Fund’s portfolio of options from Interactive Data (“IDS”), Bloomberg, or another pricing service to be mutually agreed. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust’s assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following d. Following the end of each Series’ the Fund’s semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those relevant investment factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) e. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver relating to the Manager by the 10th business day performances of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ styleunder this Agreement.
(d) f. The Sub-Adviser will make available to the Fund and the ManagerAdviser, promptly upon request, any of the Series’ Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Fund which may be requested by such authorities in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) g. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board on the options portion of Trustees on the investment program for each Series the Fund and the issuers options purchased and securities represented in each Series’ 071_0028 sold for the Fund’s portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
h. The Adviser shall assure that the Fund complies with its investment policies and restrictions as set forth in the Registration Statement, except for policies and restrictions concerning implementation of the Fund’s options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be responsible for the Fund’s compliance with its investment policies and restrictions other than those concerning implementation of the Fund’s option strategy. The Adviser acknowledges that the Sub-Adviser shall not be responsible for meeting or monitoring compliance with the income and asset diversification requirements of Section 851 of the Internal Revenue Code, and the Adviser acknowledges that the Adviser is responsible for the same.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Eaton Vance Special Investment Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10/th/ business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th 10/th/ business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th 10/th/ business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 1 contract
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.:
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 1 contract
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the U.S. Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund Trust filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy all proxies solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager, or if none, in connection with annual and special meetings the discretion of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and based upon the best interests of the Series. The Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless will maintain appropriate records detailing its voting of proxies on behalf of the Manager gives the Sub-Adviser written instructions Fund and will provide to the contraryFund at least quarterly a report setting forth the proposals voted on and how the Series' shares were voted since the prior report, including the name of the corresponding issuers.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s Trust's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund Trust or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business 20th day following the end of each of the first three fiscal quarters of each Series and the 45th day following the end of each Series’ semi-annual period and ' fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A N-l A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(bvii) The Sub-Adviser will complete and deliver to parties agree that in the event that the Manager by the 10th business day of each month a written report on each Series or an affiliated person of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison Manager sends sales literature or other promotional material to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with for its approval and the Sub-Adviser has not commented within 10 business days, the Manager clarify with Morningstar any style box conflicts with each Series’ styleand its affiliated persons may use and distribute such sales literature or other promotional material.
(db) The Sub-Adviser will make available to the Fund Trust and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(ec) The Sub-Adviser will provide reports to the Fund’s Trust's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s Trust's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 1 contract
Samples: Sub Advisory Agreement (Ing Variable Insurance Trust)
Sub-Adviser Duties. Subject to the supervision of the Fund’s 's Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ ' investment portfolio and determine in its discretion the composition of the assets of each Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerManager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s 's Board of Trustees of which the Sub-Adviser has been sent a copyTrustees, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “"1933 Act”") and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s 's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such lawsManager. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s 's custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserTrustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ ' assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th 10th business day following the end of each Series’ ' semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(722(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s 's end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ ' portfolio and the top ten holdings, impact of key portfolio holdings and sector distribution and other risk statistics concentrations on the Series; and
(iii) Confirmation of its understanding of each Series’ ' current investment objective and Sub-Adviser’s 's projected plan to seek to realize the Series’ ' investment objectives.
(c) Upon reasonable request by the Manager, the The Sub-Adviser will work with the Manager contact Morningstar to clarify with Morningstar any style box conflicts with each Series’ style' style and the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) With respect to any investments, including, but not limited, to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts ("futures"), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
(e) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ ' investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “"Advisers Act”"), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(ef) The Sub-Adviser will provide reports to the Fund’s 's Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ ' portfolio, and will furnish the Fund’s 's Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
Appears in 1 contract
Sub-Adviser Duties. Subject to the supervision of the Fund’s Trust's Board of Trustees (the "Board") and the ManagerAdviser, the Sub-Adviser will provide a continuous investment program for each Series’ the Trust's portfolio and determine in its discretion the composition of the assets of each Series’ the Trust's portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ the Trust's assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the SeriesTrust, when these transactions should be executed, and what portion of the assets of the Series Trust should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Seriesthe Trust, the Sub-Adviser shall make decisions for the Series Trust as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the SeriesTrust. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ the Trust's investment objective or objectives, policies, and restrictions as stated in the Fund’s Trust's Registration Statement filed with the Securities and Exchange Commission SEC, as amended (“SEC”the "Registration Statement"), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished which shall be sent to the Sub-Adviser by the ManagerAdviser prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the a. The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Trust's Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amendedStatement, of which the Sub-Adviser has received a copy, copy and with the Manager’s Sub-Adviser's portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended are approved by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the The Sub-Adviser shall exercise reasonable care in the performance of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:.
(i) b. The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet Trust so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code Code.
c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Trust is entitled to vote with regard to securities in the Trust's portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon notice to the Sub-Adviser and provided further that the exercise of 1986, as amended (such authority shall be subject to review by the “Code”), Adviser and (2) if applicable, manage each Series so that no action or omission on the part Board. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser shall cause a Series to fail to comply with as are approved by the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Adviser. The Sub-Adviser will have no duty shall provide such information relating to vote any its exercise of proxy solicited by or with respect to voting authority hereunder (including the issuers of securities manner in which assets it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility from time to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrarytime.
(iii) d. In connection with the purchase and sale of securities for each Seriesthe Trust, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series Trust (the "Custodian") on a daily basis, basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, SedolCedel, or other numbers that identify securities to be purchased or sold on behalf of the SeriesTrust, as may be reasonably necessary to enable the custodian and portfolio accounting agent Custodian to perform its administrative and record keeping recordkeeping responsibilities with respect to the SeriesTrust. With respect to portfolio securities to be settled through the Depository Trust CompanyTrust's transfer agent, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agentTrust's Custodian.
(iv) e. The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-AdviserBoard, the value of any portfolio securities or other assets of the Series Trust for which the custodian and portfolio accounting agent reasonably Custodian seeks assistance from or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall be responsible for determining in good faith, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the fair value of the Trust's portfolio of securities and shall obtain the services, at its own expense, of any pricing service required by the Board or the Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ Trust's assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following f. Following the end of each Series’ the Trust's semi-annual period and fiscal year, narrative content to be included the Sub-Adviser will assist the Adviser in preparing a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(75(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) g. The Sub-Adviser will complete and deliver to the Manager Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following monthAdviser.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) h. The Sub-Adviser will make available to the Fund Trust and the ManagerAdviser, promptly upon request, any of the Series’ Trust's investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian Custodian or portfolio accounting agent for the FundTrust) as are necessary to assist the Fund Trust and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 1940, as amended (the “"Advisers Act”"), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series Trust which may be requested in order to ascertain whether the operations of the Fund Trust are being conducted in a manner consistent with applicable laws and regulations.
(e) i. The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series the Trust and the issuers and securities represented in each Series’ the Trust's portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees Board and the Manager Adviser may reasonably request.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Tax-Managed International Equity Portfolio)
