Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of shareholder rights and, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will: (a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust; (d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act; (e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser may reasonably request; (f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time what 2 securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e28(c) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;
(e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time-to-time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will exercise full discretion to implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the TrustSub-Adviser's Custodian broker selection shall be conducted in accordance with its Policies and Procedures on Order Execution, as may be amended from time to forward promptly to the time. Sub-Adviser proxy may utilize the personnel of its affiliates (including affiliates outside of the United States) to assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and other materials relating subject them to its Code of Ethics; and represents that it will satisfy the exercise of shareholder rights and, unless otherwise instructed conditions adopted by the AdviserSEC staff with respect to utilizing personnel of affiliates. In addition, the Sub-Adviser will determine from time to time the manner may utilize unaffiliated third-party data service providers in which voting rights, rights to consent to corporate action and other rights pertaining to effecting compliance with the Fund's investments should investment objective, policies and applicable restrictions, and the Sub-Adviser shall not be exercisedheld responsible for any losses resulting from non-compliance with the investment objective, policies and applicable restrictions where the Sub-Adviser has reasonably relied on information provided by third-party data service providers. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) a. use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering the same skill and care in providing such services as it uses in providing services agrees to other fiduciary accounts for which it has investment responsibilitiesprovide under this Agreement;
(b) b. conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) c. not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) d. place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealerdealer ("Brokers"). In The Sub-Adviser will act in good faith and with reasonable skill and care in the selection, use and monitoring of Brokers and, in placing orders, the Sub-Adviser will use its reasonable best efforts to obtain seek best execution of such orders, considering all relevant circumstances. Subject thereto, neither the Sub-Adviser nor any of its affiliates will be liable for the performance of the obligations, or acts or omissions of Brokers with respect to any transaction placed on behalf of the Fund. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. The Sub-Adviser may, but shall be under no obligation to, aggregate the securities or other investments to be purchased or sold on behalf of the Fund with similar transactions executed by the Sub-Adviser on behalf of the Sub-Adviser's other clients. Such aggregated orders (including associated expenses) will be allocated by the Sub-Adviser as set forth in the Sub-Adviser's Policy and Procedures Regarding Allocation of Trades, as may be amended from time to time. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser, subject to the Sub-Adviser's Policy and Procedures on Order Execution. Unless otherwise instructed by the Adviser in compliance writing, the Sub-Adviser will effect foreign exchange transactions through the Fund's custodian for income repatriation and when country-specific regulations and/or local market practice call for such execution. These transactions will be subject to the terms and conditions of the Adviser's agreement with Rule 17a-7 under its custodian. The Adviser acknowledges Brokers may request information about the 1940 ActFund from the Sub-Adviser in connection with the Brokers' anti-money laundering or client identification obligations. The Sub Adviser is hereby authorized to furnish such information to such Broker based on information provided to the Sub-Adviser by the Adviser. In addition, the Adviser agrees that, upon request, the Adviser will promptly provide the Sub-Adviser with such information about the Fund or documentation relating to it as the Sub-Adviser may reasonably request in order to respond to a Broker's request. In certain circumstances, the Sub-Adviser may require the Adviser to enter into trading or other agreements directly with a Broker;
(e) e. maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of . The Sub-Adviser is not the Adviser and official pricing agent with respect to the Trust all records and other information relative Fund, but will provide reasonable assistance to the Adviser and in valuing the Trust and priorsecurities held in the Segment upon request (e.g., present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject fair value recommendations). The Sub-Adviser endeavors to prompt notification to the Trust and the Adviser, value all securities at fair market value as determined by the Sub-Adviser may divulge such information to in good faith and in accordance with its independent auditors Pricing Policies and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.Procedures;
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Brown Advisory Funds)
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will exercise full discretion to implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian Sub-Adviser’s broker selection shall be conducted in accordance with its Policies and Procedures on Order Execution, as may be amended from time to forward promptly to the time. Sub-Adviser proxy may utilize the personnel of its affiliates (including affiliates outside of the United States) to assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and other materials relating subject them to its Code of Ethics; and represents that it will satisfy the exercise of shareholder rights and, unless otherwise instructed conditions adopted by the AdviserSEC staff with respect to utilizing personnel of affiliates. In addition, the Sub-Adviser will determine from time to time the manner may utilize unaffiliated third-party data service providers in which voting rights, rights to consent to corporate action and other rights pertaining to effecting compliance with the Fund's investments should ’s investment objective, policies and applicable restrictions, and the Sub-Adviser shall not be exercisedheld responsible for any losses resulting from non-compliance with the investment objective, policies and applicable restrictions where the Sub-Adviser has reasonably relied on information provided by third-party data service providers. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) a. use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering the same skill and care in providing such services as it uses in providing services agrees to other fiduciary accounts for which it has investment responsibilitiesprovide under this Agreement;
(b) b. conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) c. not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) d. place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealerdealer (“Brokers”). In The Sub-Adviser will act in good faith and with reasonable skill and care in the selection, use and monitoring of Brokers and, in placing orders, the Sub-Adviser will use its reasonable best efforts to obtain seek best execution of such orders, considering all relevant circumstances. Subject thereto, neither the Sub-Adviser nor any of its affiliates will be liable for the performance of the obligations, or acts or omissions of Brokers with respect to any transaction placed on behalf of the Fund. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's ’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. The Sub-Adviser may, but shall be under no obligation to, aggregate the securities or other investments to be purchased or sold on behalf of the Fund with similar transactions executed by the Sub-Adviser on behalf of the Sub-Adviser’s other clients. Such aggregated orders (including associated expenses) will be allocated by the Sub-Adviser as set forth in the Sub-Adviser’s Policy and Procedures Regarding Allocation of Trades, as may be amended from time to time. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser, subject to the Sub-Adviser’s Policy and Procedures on Order Execution. Unless otherwise instructed by the Adviser in compliance writing, the Sub-Adviser will effect foreign exchange transactions through the Fund’s custodian for income repatriation and when country-specific regulations and/or local market practice call for such execution. These transactions will be subject to the terms and conditions of the Adviser’s agreement with Rule 17a-7 under its custodian. The Adviser acknowledges Brokers may request information about the 1940 ActFund from the Sub-Adviser in connection with the Brokers’ anti-money laundering or client identification obligations. The Sub-Adviser is hereby authorized to furnish such information to such Broker based on information provided to the Sub-Adviser by the Adviser. In addition, the Adviser agrees that, upon request, the Adviser will promptly provide the Sub-Adviser with such information about the Fund or documentation relating to it as the Sub-Adviser may reasonably request in order to respond to a Broker’s request. In certain circumstances, the Sub-Adviser may require the Adviser to enter into trading or other agreements directly with a Broker;
(e) e. maintain all necessary or appropriate records with respect to the Fund's ’s securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's ’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request. The Sub-Adviser is not the official pricing agent with respect to the Fund, but will provide reasonable assistance to the Adviser in valuing the securities held in the Segment upon request (e.g., fair value recommendations). The Sub-Adviser endeavors to value all securities at fair market value as determined by the Sub-Adviser in good faith and in accordance with its Pricing Policies and Procedures;
(f) f. treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.;
(g) maintain its policy and practice of g. in conducting its fiduciary functions independently. In making investment decisions for the Fundfunctions, the Sub-Adviser's personnel Adviser will exercise independence with respect to investment decisions, in that it will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's ’s account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and;
h. to the extent reasonably requested by the Trust, the Sub-Adviser will use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act upon request including, without limitation, providing the Chief Compliance Officer of the Trust with (hi) copies of the compliance policies and procedures of the Sub-Adviser, (ii) a compliance report concerning the Sub-Adviser’s compliance program in connection with the annual review thereof by the Trust required under Rule 38a-1, and (iii) upon request, a certificate of the chief compliance officer of the Sub-Adviser to the effect that the policies and procedures of the Sub-Adviser are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1);
i. vote all proxies for securities held in the Segment in accordance with the Sub-Adviser’s Proxy Voting Policy and maintain records concerning how it has voted such proxies on behalf of the Fund, and those records shall be made available to the Trust upon request for use in connection with the preparation and filing of the Trust’s Form N-PX, provided that Sub-Adviser will provide the Chief Compliance Officer annually with a summary of any material changes to the Sub-Adviser’s Proxy Voting Policy;
j. render, upon the reasonable request of the Adviser or the Trust's ’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's ’s Segment of the Fund; and
k. not consult with any other adviser to (i) the Fund, (ii) any other series of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets.)
Appears in 1 contract
Samples: Sub Investment Advisory Agreement (Brown Advisory Funds)
Sub-Advisory Services. Subject to such written instructions and the supervision as of the Adviser may from time to time furnishBoard of Directors, the Sub-Adviser will provide an shall assist the Adviser in providing a continuous investment program for with respect to the SegmentFund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser may, subject to the Adviser's review, determine the securities and investments to be purchased, sold or retained by the Fund, and the Sub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and investments, including cash and cash equivalents, in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of provide services under this Agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's prospectus and Statement of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly Additional Information, which shall be forwarded to the Sub-Adviser proxy by the Adviser from time to time, and other materials relating resolutions of the Board of Directors applicable to the exercise Fund provided those resolutions are communicated to the Sub-Adviser and a reasonable amount of shareholder rights and, unless otherwise instructed by time is provided in order for it to comply. Without limiting the Advisergenerality of the foregoing, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser further agrees that it willit:
(a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) will conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission ("SEC") under the 1940 Act applicable to sub-advisers to registered investment companies and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government governmental authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to timeAdviser;
(c) not make loans will place or cause to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place be placed orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or any broker or dealer. In placing ordersorders with brokers and dealers, the Sub-Adviser will use its reasonable best efforts attempt to obtain best prompt execution of such ordersorders in an effective manner at the most favorable price. Consistent with this obligationobligation and to the extent permitted by the 1940 Act, when the execution and price offered by two or more brokers or dealers are comparable, the Sub-Adviser may, to the extent permitted by lawin its discretion, effect purchase and sell portfolio securities transactions through to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Actresearch advice and other services;
(ed) will maintain or cause to be maintained all necessary or appropriate books and records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, Fund and will furnish the Trust's Board of Trustees and the Adviser Directors with such periodic and special reports as the Board and Adviser may reasonably request;; and
(fe) will treat confidentially and as proprietary information of the Adviser and the Trust Company all records and other information relative to the Adviser Company and the Trust Fund and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Samples: Sub Advisory Agreement (American Diversified Holdings Inc)
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;such
(e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; andIn
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") to the extent such reasonably relate to the scope of the Sub-Adviser's obligations as reasonably contemplated under this Agreement, and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;,
(e) maintain all necessary or appropriate records with respect to the Fund's securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; andsub-
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions the supervision of the Trust's Board of Trustees and supervision as the Adviser may from time to time furnishAdviser, the Sub-Adviser will provide an assist the Adviser in providing a continuous investment program for with respect to the SegmentAccount, including investment research and management with respect to all securities and investments, including cash investments and cash equivalents, equivalents in the SegmentAccount. The Sub-Adviser will provide services under this Agreement in accordance with the Fund's investment objectives, policies and will restrictions as stated in the Fund's prospectus and resolutions of the Trust's Board of Trustees applicable to the Fund. Without limiting the generality of the foregoing, the Sub-Adviser further agrees that it will, with respect to the Account:
(a) determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of shareholder rights and, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilitiesAccount;
(b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to its investment determinations for the Fund Account either directly with the issuer or with an underwriter, market maker or any broker or dealer. In placing orders, ;
(c) not purchase shares of the Sub-Adviser will use its reasonable best efforts Account for itself or for accounts with respect to obtain best execution of which it exercises sole investment discretion in connection with such orders. Consistent with this obligation, the Sub-Adviser may, to the extent transactions except as permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to or by federal, state and local law;
(d) manage the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 Account's overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Actcash position;
(e) maintain all necessary or appropriate records attend regular business and investment-related meetings with respect to the Fund's securities transactions for the Segment that are required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's Board of Trustees and the Adviser if reasonably requested to do so by the Trust and/or the Adviser;
(f) maintain books and records customarily maintained by sub-advisers on behalf of their clients with respect to the securities transactions for the Account, furnish to the Adviser and the Trust's Board of Trustees such periodic and special reports as they may reasonably request with respect to the Account, and provide in advance to the Adviser all reports to the Board of Trustees for examination and Adviser may reasonably requestreview within a reasonable time prior to the Trust's Board meetings;
(fg) treat confidentially and for so long as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information provides subadvisory services to its independent auditors and regulatory authoritiesthe Fund, if the Fund has a claim or potential claim in any bankruptcy proceeding, class action securities litigation, or when so requested by other litigation or proceeding affecting securities held in the Adviser and Account, provide the TrustFund or its custodian with reasonable assistance in support of the Fund's pursuit of such claim; provided, however, that nothing contained herein shall prohibit notwithstanding anything else to the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-adviserscontrary in this Agreement, the Sub-Adviser shall not be required to file claims or take any related actions on behalf of their respective parentsthe Fund in regards to class action settlements related to securities currently or previously held in the Account nor shall it be required to assist the Fund's custodian in the evaluation, subsidiaries pursuit or affiliates. In dealing settlement of such claims, but will provide all information reasonably requested by the Adviser or the Fund regarding the securities involved;
(h) furnish a copy of all amendments to Part II of its Form ADV to the Adviser at least annually;
(i) make decisions with such customersrespect to the voting of securities in the Account; provided, however, that the Adviser may instruct the Sub-Adviser to discontinue such voting and the Adviser or its subsidiaries and affiliates will not inquire or designee shall take into consideration whether securities of those customers are held by the Truston such responsibility; and
(hj) render, upon request of notify the Adviser or of any changes in the Trust's Board membership of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fundits partnership at least annually.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's ’s Custodian to forward promptly to the Sub-Adviser adviser proxy and other materials relating to the exercise of such shareholder rights and, unless otherwise instructed by and the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's ’s investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) conform with all applicable rules and regulations of the United Unites States Securities and Exchange Commission ("“SEC"”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers dealer who provide brokerage and research services (within the meaning of Section 28(e28 (e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's ’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises exercised investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;
(e) maintain all necessary or appropriate records with respect to the Fund's ’s securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's ’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable disc losable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's ’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's ’s account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their there respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's ’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's ’s Segment of the Fund.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may shall from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will with full discretion to determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will exercise full discretion to implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy may utilize the personnel of its affiliates to assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and other materials relating subject them to its Code of Ethics; and represents that it will satisfy the exercise of shareholder rights and, unless otherwise instructed conditions adopted by the Adviser, the Sub-Adviser will determine from time SEC staff with respect to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercisedutilizing personnel of affiliates. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) a. use reasonable care and act in a manner consistent with applicable national, federal and state laws and regulations in rendering the same skill and care in providing such services as it uses in providing services agrees to other fiduciary accounts for which it has investment responsibilitiesprovide under this Agreement;
(b) b. conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) c. not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) d. place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its commercially reasonable best efforts to obtain seek best execution of such orders, having regard to all factors it considers relevant. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's ’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Sub- Adviser determines in good faith that such 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Sub- Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser, subject to the Trust’s policies and procedures (as provided to the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Actfrom time to time) and applicable laws and regulations;
(e) e. maintain all necessary or appropriate records with respect to the Fund's ’s securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's ’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Brown Advisory Funds)
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's ’s Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's ’s investments should be exercised. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("“SEC"”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e28(c) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's ’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;
(e) maintain all necessary or appropriate records with respect to the Fund's ’s securities transactions for the Segment that are required by subparagraphs (b)(5)in accordance with all applicable laws, (6)rules and regulations, (7), (9), (10including but not limited to Section 31(a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's ’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's ’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's ’s account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's ’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's ’s Segment of the Fund.
Appears in 1 contract
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including cash and cash equivalents, in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will exercise full discretion to implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct Such authority shall include the Trust's Custodian power to forward promptly to sign and deliver standard account opening documents in connection with the opening of brokerage accounts, including, without limitation agreements for the use of electronic trading systems and services. Sub-Adviser proxy may utilize the personnel of its affiliates to assist it with providing its services under this Agreement, provided that Sub-Adviser: will remain solely responsible for the provision of services under this Agreement; will supervise the personnel of its affiliates and other materials relating subject them to its Code of Ethics; and represents that it will satisfy the exercise of shareholder rights and, unless otherwise instructed conditions adopted by the Adviser, the Sub-Adviser will determine from time SEC staff with respect to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercisedutilizing personnel of affiliates. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) a. use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering the same skill and care in providing such services as it uses in providing services agrees to other fiduciary accounts for which it has investment responsibilitiesprovide under this Agreement;
(b) b. conform with all applicable rules and regulations of the United States Securities and Exchange Commission ("SEC") SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;
(c) c. not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) d. place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's ’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, subject to the Sub-Adviser’s policies on client directed brokerage, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under Adviser, subject to the 1940 ActTrust’s policies and procedures;
(e) e. maintain all necessary or appropriate records with respect to the Fund's ’s securities transactions for the Segment that are required by subparagraphs in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (b)(5), (6), (7), (9), (10a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, and will furnish the Trust's ’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(f) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.
Appears in 1 contract
Samples: Sub Investment Advisory Agreement (Brown Advisory Funds)
Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the continuous investment program of the Funds provided by the Sub-Adviser will provide an investment program for the Segmentshall include, including among other things, investment research and management with respect to securities and investmentsall securities, including cash investments and cash equivalents, equivalents in the Segment, and Funds. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through Funds, the placementappropriate portion of each Fund's assets to be invested in particular countries or geographic regions, on behalf the use of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy foreign exchange contracts and other materials relating to the exercise of shareholder rights andforeign currency matters, unless otherwise instructed by the Adviser, the Sub-Adviser will determine from time to time and the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's Funds' investments should be exercised. The Sub-Adviser will implement such determinations through the placement, in the name of the applicable Fund, of orders for the execution of portfolio transactions with it through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:
(a) use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission ("SEC") SEC and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to timetime request;
(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund Funds either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing ordersorders with brokers and dealers, the Sub-Adviser will use its reasonable best efforts to obtain best prompt execution of such ordersorders in an effective manner at the most favorable price. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect purchase and sell portfolio securities transactions through to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund Funds and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is 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 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 overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser mayIn placing orders with brokers and dealers, from time to time in writingconsistent with applicable laws, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafterrules and regulations, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such ordersmay consider the sale of shares of the Trust. In no instance will portfolio securities be purchased from or sold to the Trust, BISYS Fund Services Limited Partnership, the Adviser, any other sub-investment adviser for the Trust ("other sub-advisers"), or the Sub-Adviser or any affiliated person affiliate of the Sub-Adviser as principal foregoing except as may be permitted by the 1940 Act Act, any rules or regulations thereunder, or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;
(ed) maintain all necessary or appropriate books and records with respect to the Fund's Funds' securities transactions for the Segment that are required by subparagraphs (b)(5)in accordance with all applicable laws, (6)rules and regulations, (7), (9), (10including but not limited to Section 31(a) and (11) and paragraph (f) of Rule 31a-1 of the 1940 Act, Act and will furnish the Trust's Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may reasonably request;
(fe) treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory duly constituted authorities, or when so requested by the Adviser and the Trust; , provided, however, that nothing contained herein shall prohibit the Sub-Adviser from (1) complying with applicable laws or regulations or advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund or (2) including the Adviser and Trust on its general list of disclosable clients.Fund;
(gf) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions recommendations for the FundTrust, the Sub-Sub- Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the FundTrust's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and
(hg) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the FundFunds.
Appears in 1 contract