Sub-Adviser's 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 U.S. Securities and Exchange Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows: (a) The services of the Sub-Adviser to the Fund under this Agreement are to be deemed exclusive inasmuch as the Sub-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and affiliates of the Sub-Adviser) agrees that it shall not directly or indirectly perform advisory duties as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Series. (b) The Sub-Adviser will comply 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, 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 and agreed to by the Sub-Adviser. 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 manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code. (ii) The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested consistent with any procedures or guidelines promulgated by the Board or the Manager or, if none, in the discretion of the Sub- Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund 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, 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 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, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent 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 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' fiscal year, a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, 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 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. (c) 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, 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. (d) The Sub-Adviser will provide reports to the Fund's Board of Trustees for consideration at meetings of the Board 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 1 contract
Sub-Adviser's 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 U.S. Securities and Exchange Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The services of the Sub-Adviser to the Fund under this Agreement are to be deemed exclusive inasmuch as the Sub-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and affiliates of the Sub-Adviser) agrees that it shall not directly or indirectly perform advisory duties as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Series.
(b) The Sub-Adviser will comply with (1) the 1940 Act and all rules and regulations thereunder, ; (2) all other applicable federal and state laws and regulations, with ; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy, ; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 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 and agreed to by the Sub-Adviser. 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 manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code.
(ii) The Sub-Adviser will have no duty to vote all proxies any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent 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 procedures or guidelines promulgated agent of the Manager designated by the Board or Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager or, if none, and/or the Board of Trustees any proxy solicited by or with respect to the issuers of securities in the discretion which assets of the Sub- Series are invested. Upon request, the Sub-Adviser based upon 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 will maintain appropriate records detailing shall disclose to the best of its voting knowledge any conflict of proxies on behalf 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 Fund and will provide to the Fund 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 Sub-Adviser or of the corresponding issuersits 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, CedelSedol, 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 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, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent 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 20th day within a mutually agreed period of time following the end of each of the first three second and fourth fiscal quarters of each Series and the 45th day following the end of each Series' fiscal year(currently ten (10) days), a letter to shareholders commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time.
(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 generally by the 10th day of the following month, unless otherwise agreed by the parties.
(vii) The parties agree 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.
(a) A performance comparison to the Series' benchmark listed in the event prospectus;
(b) Composition of the assets of each Series' portfolio and the impact of key portfolio holdings and industry concentrations on the Series, provided that both parties have mutually agreed upon the content of the industry; and
(c) Confirmation of each Series' current investment objective and strategies, as set out in the Prospectus.
(viii) Upon reasonable request, the Sub-Adviser shall participate in portfolio reviews with Morningstar.
(ix) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint(R)or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the "Marketing Materials") prepared for public dissemination, that are produced by the Sub-Adviser or its affiliates in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. The Manager agrees that the Sub-Adviser may identify the Fund and each Series on its client list for public distribution.
(x) During the term of this Agreement, the Manager or an affiliated person agrees to furnish the Sub-Adviser at its principal office all Registration Materials (and any constituent components of the Manager sends sales literature Registration Materials) and any amendments thereto, proxy statements, reports to shareholders, Marketing Materials or other promotional material materials prepared for distribution to shareholders of each Series or the public that refer to the Sub-Adviser for its approval in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser has not commented reasonably objects in writing within 10 daysfive business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services, performance and strategies. Marketing Materials may be furnished to the Manager and its affiliated persons may use and distribute such sales literature Sub-Adviser by first class or other promotional materialovernight mail, facsimile transmission equipment, electronic delivery or hand delivery.
(cb) 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, 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.
(dc) The Sub-Adviser will provide reports to the Fund's Board of Trustees for consideration at meetings of the Board 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 1 contract
Sub-Adviser's 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 U.S. Securities and Exchange Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The services of the Sub-Adviser to the Fund under this Agreement are to be deemed exclusive inasmuch as the Sub-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and affiliates of the Sub-Adviser) agrees that it shall not directly or indirectly perform advisory duties as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Series.
(b) The Sub-Adviser will comply with (1) the 1940 Act and all rules and regulations thereunder, ; (2) all other applicable federal and state laws and regulations, with ; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy, ; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 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 and agreed to by the Sub-Adviser. 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 manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code.
(ii) The Sub-Adviser will have no duty to vote all proxies any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested consistent 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 procedures or guidelines promulgated agent of the Manager designated by the Board or Manager in writing. The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager orand/or the 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, if none, in the discretion of the Sub- Adviser based upon 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 will maintain appropriate records detailing shall disclose to the best of its voting knowledge any conflict of proxies on behalf 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 Fund and will provide to the Fund 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 Sub-Adviser or of the corresponding issuersits 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, CedelSedol, 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 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, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent 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 20th day within a mutually agreed period of time following the end of each of the first three second and fourth fiscal quarters of each Series and the 45th day following the end of each Series' fiscal year(currently ten (10) days), a letter to shareholders commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time.
(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 generally by the 10th day of the following month, unless otherwise agreed by the parties.
(vii) The parties agree 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.
(a) A performance comparison to the Series' benchmark listed in the event prospectus;
(b) Composition of the assets of each Series' portfolio and the impact of key portfolio holdings and industry concentrations on the Series, provided that both parties have mutually agreed upon the content of the industry; and
(c) Confirmation of each Series' current investment objective and strategies, as set out in the Prospectus.
(viii) Upon reasonable request, the Sub-Adviser shall participate in portfolio reviews with Morningstar.
(ix) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint(R) or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the "Marketing Materials") prepared for public dissemination, that are produced by the Sub-Adviser or its affiliates in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. The Manager agrees that the Sub-Adviser may identify the Fund and each Series on its client list for public distribution.
(x) During the term of this Agreement, the Manager or an affiliated person agrees to furnish the Sub-Adviser at its principal office all Registration Materials (and any constituent components of the Manager sends sales literature Registration Materials) and any amendments thereto, proxy statements, reports to shareholders, Marketing Materials or other promotional material materials prepared for distribution to shareholders of each Series or the public that refer to the Sub-Adviser for its approval in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser has not commented reasonably objects in writing within 10 daysfive business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services, performance and strategies. Marketing Materials may be furnished to the Manager and its affiliated persons may use and distribute such sales literature Sub-Adviser by first class or other promotional materialovernight mail, facsimile transmission equipment, electronic delivery or hand delivery.
(cb) 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, 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.
(dc) The Sub-Adviser will provide reports to the Fund's Board of Trustees for consideration at meetings of the Board 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 1 contract
Sub-Adviser's 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 U.S. Securities and Exchange Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The services For a period of one-year after the effective date of the Registration Statement filed with the SEC pertaining to each Series of the Fund (the "Non-Compete Period"), the Sub-Adviser will not act as an investment adviser or investment sub-adviser to any "investment company," as that term is currently defined in the 1940 Act, that is organized in any jurisdiction in the United States and is registered with the SEC pursuant to Section 8 of the 1940 Act that has investment objectives, investment policies and investment restrictions substantially similar to those of the Series of the Fund to which this Agreement relates as reflected in the Fund's effective Registration Statement. Exempted from this restriction will be any non mutual fund sales, multi-manager mutual funds, proprietary mutual funds, separate accounts or variable annuity mutual funds. The parties agree that any change in control of the Manager or any termination of this Agreement prior to the Fund under this Agreement are to be deemed exclusive inasmuch as end of the SubNon-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and affiliates of Compete Period will terminate any prohibition on the Sub-Adviser) agrees that it shall not directly 's ability to act as an investment adviser or indirectly perform advisory duties investment sub-adviser as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Seriesdescribed above.
(b) The Sub-Adviser will comply with (1) the 1940 Act and all rules and regulations thereunder, ; (2) all other applicable federal and state laws and regulations, with ; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy, ; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 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 and agreed to by the Sub-Adviser. 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 manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code.
(ii) The Sub-Adviser will make commercially reasonable efforts to vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested invested. Such votes shall be consistent with any procedures or guidelines promulgated by the Board or the Manager and provided to the Sub-Adviser or, if none, in the discretion of the Sub- Sub-Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund 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, 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 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, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent 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 20th day within a mutually agreed period of time following the end of each of the first three second and fourth fiscal quarters of each Series and the 45th day following the end of each Series' fiscal year(currently ten (10) days), a letter to shareholders commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agreed to from time to time.
(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 generally by the 10th day of the following month, unless otherwise agreed by the parties.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends will send sales literature or other promotional material to the Sub-Adviser for its prior approval and before use of said material for any purpose by the Manager. The Sub-Adviser has not commented within 10 days, the Manager and agrees to use its affiliated persons may use and distribute best efforts to respond to such sales literature or other promotional materialrequests for approval promptly.
(c) 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, 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.
(d) The Sub-Adviser will provide reports to the Fund's Board of Trustees for consideration at meetings of the Board 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 1 contract
Sub-Adviser's 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 U.S. Securities and Exchange Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The services For a period of one-year after the effective date of the Registration Statement filed with the SEC pertaining to each Series of the Fund (the "Non-Compete Period"), the Sub-Adviser will not act as an investment adviser or investment sub-adviser to any "investment company," as that term is currently defined in the 1940 Act, that is organized in any jurisdiction in the United States and is registered with the SEC pursuant to Section 8 of the 1940 Act that has investment objectives, investment policies and investment restrictions substantially similar to those of the Series of the Fund to which this Agreement relates as reflected in the Fund's effective Registration Statement. Exempted from this restriction will be any non mutual fund sales, multi-manager mutual funds, proprietary mutual funds, separate accounts or variable annuity mutual funds. The parties agree that any change in control of the Manager or any termination of this Agreement prior to the Fund under this Agreement are to be deemed exclusive inasmuch as end of the SubNon-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and affiliates of Compete Period will terminate any prohibition on the Sub-Adviser) agrees that it shall not directly 's ability to act as an investment adviser or indirectly perform advisory duties investment sub- adviser as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Seriesdescribed above.
(b) The Sub-Adviser will comply with (1) the 1940 Act and all rules and regulations thereunder, ; (2) all other applicable federal and state laws and regulations, with ; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy, ; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 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 and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Sub- Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code.
(ii) The Sub-Adviser will make commercially reasonable efforts to vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested invested. Such votes shall be consistent with any procedures or guidelines promulgated by the Board or the Manager and provided to the Sub-Adviser or, if none, in the discretion of the Sub- Sub-Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund 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, 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 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, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent 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 20th day within a mutually agreed period of time following the end of each of the first three second and fourth fiscal quarters of each Series and the 45th day following the end of each Series' fiscal year(currently ten (10) days), a letter to shareholders commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time.
(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 generally by the 10th day of the following month, unless otherwise agreed by the parties.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends will send sales literature or other promotional material to the Sub-Adviser for its prior approval and before use of said material for any purpose by the Manager. The Sub-Adviser has not commented within 10 days, the Manager and agrees to use its affiliated persons may use and distribute best efforts to respond to such sales literature or other promotional materialrequests for approval promptly.
(c) 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, 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.
(d) The Sub-Adviser will provide reports to the Fund's Board of Trustees for consideration at meetings of the Board 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 1 contract
Sub-Adviser's 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 U.S. Securities and Exchange Commission ("SEC"), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The services For a period of one-year after the effective date of the Registration Statement filed with the SEC pertaining to each Series of the Fund (the "Non-Compete Period"), the Sub-Adviser will not act as an investment adviser or investment sub-adviser to any "investment company," as that term is currently defined in the 1940 Act, that is organized in any jurisdiction in the United States and is registered with the SEC pursuant to Section 8 of the 1940 Act that has investment objectives, investment policies and investment restrictions substantially similar to those of the Series of the Fund to which this Agreement relates as reflected in the Fund's effective Registration Statement. Exempted from this restriction will be any non mutual fund sales, multi-manager mutual funds, proprietary mutual funds, separate accounts or variable annuity mutual funds. The parties agree that any change in control of the Manager or any termination of this Agreement prior to the Fund under this Agreement are to be deemed exclusive inasmuch as end of the SubNon-Adviser (including all officers, directors, employees, owners, principals, successors, parents, subsidiaries, and affiliates of Compete Period will terminate any prohibition on the Sub-Adviser) agrees that it shall not directly 's ability to act as an investment adviser or indirectly perform advisory duties investment sub-adviser as herein specified in this Section 2 and its subparts for any person or entity registered under the 1940 Act other than the Fund during the term of this Agreement without the prior express written consent of the Fund. Such written consent shall not be unreasonably withheld if the Fund's Board of Trustees determines in its discretion that the Sub-Adviser seeks to provide advisory services to another registered investment company that neither has nor proposes to have investment objectives and policies similar to those of any of the Seriesdescribed above.
(b) The Sub-Adviser will comply with (1) the 1940 Act and all rules and regulations thereunder, ; (2) all other applicable federal and state laws and regulations, with ; (3) any applicable procedures adopted by the Fund's Board of Trustees in accordance with the foregoing, of which the Sub-Adviser has been sent a copy, ; and (4) the provisions of the Registration Statement of the Fund filed under the Securities Act of 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 and agreed to by the Sub-Adviser. 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 manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code.
(ii) The Sub-Adviser will make commercially reasonable efforts to vote all proxies solicited by or with respect to the issuers of securities which assets of the Series are invested invested. Such votes shall be consistent with any procedures or guidelines promulgated by the Board or the Manager and provided to the Sub-Adviser or, if none, in the discretion of the Sub- Sub-Adviser based upon the best interests of the Series. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and will provide to the Fund 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, 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 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, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent 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 20th day within a mutually agreed period of time following the end of each of the first three second and fourth fiscal quarters of each Series and the 45th day following the end of each Series' fiscal year(currently ten (10) days), a letter to shareholders commentary (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 5(a) of Form N-1A, promulgated pursuant to the 1933 and 1940 Acts, in respect of both the prior quarter reporting period and the fiscal year to date. The Sub-Adviser will also provide such other periodic reports as the parties may mutually agree to from time to time.
(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 generally by the 10th day of the following month, unless otherwise agreed by the parties.
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends will send sales literature or other promotional material to the Sub-Adviser for its prior approval and before use of said material for any purpose by the Manager. The Sub-Adviser has not commented within 10 days, the Manager and agrees to use its affiliated persons may use and distribute best efforts to respond to such sales literature or other promotional materialrequests for approval promptly.
(c) 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, 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.
(d) The Sub-Adviser will provide reports to the Fund's Board of Trustees for consideration at meetings of the Board 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 1 contract
