Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it: (a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities; (b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act; (c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets; (d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser; (e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request; (f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder; (g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and (h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 6 contracts
Samples: Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission (“SEC”) Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC CompaniesSub-Administrator, the Distributor , or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Adviser shall supply Sub-Adviser with a list of all such persons and any amendments to such list as may be necessary from time to time. The Sub-Adviser acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.10f-
Appears in 3 contracts
Samples: Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ ' services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Adviser shall supply Sub-Adviser with a list of all such persons and any amendments to such list as may be necessary from time to time. The Sub-Adviser acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “"fund complex”") may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, the Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s 's portfolio as may be determined from time-to-time by the Trust’s 's Board of Trustees or the Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s 's portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC BNY Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such Adviser's services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealerthis Agreement are not exclusive. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider provide the financial responsibility, research and investment information and other services provided by brokers same or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ similar services to other clients. On occasions when The Adviser understands and agrees that the Sub-Adviser deems and its employees and affiliates may give advice and effect transactions for their own account and for the purchase or sale account of a security to be in the best interest of the Fund as well as other clients for which they provide investment advisory services, including other clients' discretionary accounts, that may differ from advice given, or the time or nature of Sub-Adviseraction taken, Sub-Adviser, with respect to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate Portfolio. The Adviser also understands that the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers may render advice and/or take action on securities of companies with respect to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, which the Sub-AdministratorAdviser acts as investment adviser and that in certain instances, it may be necessary for the Distributor, or any entity that Adviser has identified to Sub-Adviser to execute transactions between or among client accounts (including rebalancing trades between client accounts) by executing simultaneous purchase and sale orders for the same security with a broker/dealer selected in writingaccordance with the Sub- Adviser's applicable policies and procedures. The Adviser further understands and agrees that nothing contained in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell, except as or to recommend for purchase or sale, for the Portfolio any security or other asset that the Sub-Adviser or its employees or affiliates may be permitted under purchase or sell for their own account or for the 40 Actaccount of any other client, if in the sole discretion of the Sub-Adviser it is for any reason undesirable or impracticable to take such action or make such recommendation for the Portfolio. Sub-Adviser acknowledges that shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser, the Fund and other mutual funds advised by Adviser (collectivelyor the Portfolio or otherwise be deemed agents of the Adviser, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundPortfolio.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Members Mutual Funds), Investment Sub Advisory Agreement (Ultra Series Fund)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and further agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(ci) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing Subject to the Fund other provisions of this paragraph, in placing orders with investment supervisionbrokers and dealers, Sub-Adviser will give primary consideration attempt to securing obtain the best price and the most favorable price and efficient executionexecution of orders. Within the framework of this policyIn placing orders, Sub-Adviser may will consider the experience and skill of the firm's securities traders as well as the firm's financial responsibilityresponsibility and administrative efficiency. Consistent with this obligation, research Sub- Adviser may, subject to the approval of the Fund's Board of Trustees, select brokers on the basis of the research, statistical and investment information pricing services they provide to the Portfolio and other services provided by brokers clients of Adviser or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients . Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by Sub- Adviser hereunder. A commission paid to such brokers may be a party. It is understood higher than that it is desirable which another qualified broker would have charged for effecting the Fund and the Trust same transaction, provided that Sub-Adviser determines in good faith that such commission is reasonable in terms of either the transaction or the overall responsibility of Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, Portfolio and guidelines from time to time established by, Adviser, their other clients and reviewed that the total commissions paid by the Trust’s Board of Trustees with respect Portfolio will be reasonable in relation to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, benefits to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate Portfolio over the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sublong-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clientsterm. In no instance instance, however, will portfolio the Portfolio's securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, Fund's distributor or any affiliated person of any of thereof, except to the Trust, Adviser, Sub-Adviser, extent permitted by the Administrator, the Sub-Administrator, the Distributor, SEC or any entity by applicable law. It is understood that Adviser has identified to Sub-Adviser may utilize affiliates in writingconnection with the placement of orders with issuers and brokers or dealers, except as may be permitted under but such use of affiliates shall not affect the 40 Act. responsibility of Sub-Adviser acknowledges that to Adviser for such activities. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, Sub- Adviser may select brokers and dealers with which it or the Fund and other mutual funds advised by Adviser is affiliated; (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(dii) will report regularly maintain or cause Adviser to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s Portfolio's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Fund's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees they may request;
; (fiii) will act upon instructions from maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When Sub-Adviser that makes investment recommendations for the Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers of its affiliates, Sub-Adviser will not inconsistent with inquire or take into consideration whether securities of those customers are held by the fiduciary duties undertaken hereunder;
Fund; and (giv) will treat confidentially and as proprietary information of the Trust Fund all such records and other information relative to the assets Fund, any of the Fund maintained by Sub-Adviser (“Confidential Information”)Portfolio's and the Fund's prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesFund, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of when so requested by the Fund.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Blackrock Funds), Sub Advisory Agreement (Blackrock Funds)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. The Sub-Adviser acknowledges that the Fund and other mutual funds advised by the Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, the Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or the Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.;
Appears in 2 contracts
Samples: Sub Advisory Agreement (Highmark Funds /Ma/), Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that shall take all actions which it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining considers necessary to its implement the investment advisory activities, including policies of the 40 Act, Portfolio as these relate to the 33 Act and the Advisers ActPortfolio Segment, and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services particular, to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at place all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly purchase or sale of securities or other investments for the Portfolio Segment with the issuer brokers or with any broker or dealer. In providing the Fund with investment supervisiondealers selected by it, and to that end, Sub-Adviser will is authorized as the agent of the Fund to give primary consideration instructions to securing the most favorable price Fund's custodian as to deliveries of securities or other investments and efficient executionpayments of cash for the account of the Portfolio. Within In connection with the framework selection of this policybrokers or dealers and the placing of purchase and sale orders with respect to 2 investments of the Portfolio, Sub-Adviser may consider is directed at all times to seek to obtain best execution and price within the financial responsibility, research policy guidelines determined by the Fund's board of directors and investment information and other services provided set forth in the Fund's current registration statement. To the extent permitted by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and policy guidelines set forth in the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. ThereforeFund's current registration statement, Sub-Adviser is authorized to place orders for consider, in the purchase selection of brokers and sale dealers to execute portfolio transactions, not only the available prices and rates of securities for brokerage commissions but also other relevant factors which may include, without limitation, the Fund with execution capabilities of such brokersbrokers and dealers, subject to the general supervision ofresearch, custody and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the other services provided by such brokers may be useful to and dealers which the Sub-Adviser in believes will enhance its general portfolio management capabilities, the size of the transaction, the difficulty of execution, the operational facilities of such brokers and dealers, the risk to such a broker or dealer of positioning a block of securities, and the overall quality of brokerage and research services provided by such brokers and dealers. In connection with its or its affiliates’ services to other clients. On occasions when the foregoing, Sub-Adviser deems is specifically authorized to pay those brokers and dealers who provide brokerage and research services to it, a higher commission than that charged by other brokers and dealers if the purchase Sub-Adviser determines in good faith that the amount of such commission is reasonable in relation to the value of such services in terms of either the particular transaction or sale of a security to be in the best interest of the Fund as well as other clients terms of Sub-Adviser, Sub-Adviser, 's overall responsibilities with respect to the extent permitted by applicable laws Portfolio Segment and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased any other client accounts or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by portfolios which Sub-Adviser in the manner it considers advises. The execution of such transactions shall not be considered to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person represent an unlawful breach of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, duty created by this Agreement or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Actotherwise. Sub-Adviser acknowledges that the Fund also is authorized to aggregate purchase and other mutual funds advised by Adviser sale orders for securities held (collectively, the “fund complex”or to be held) may engage in transactions with certain sub-advisers in the fund complex Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated: (a) the actual prices applicable to the aggregated transaction will be averaged and their affiliated personsthe Portfolio Segment and each other account or portfolio participating in the aggregated transaction shall be treated as having purchased or sold its portion of the securities at such average price, and (b) all transaction costs incurred in reliance effecting the aggregated transaction shall be shared on exemptions under Rule 10f-3, Rule 12d3a pro-1, Rule 17a-10 and Rule 17e-1 under rata basis among the 40 Actaccounts or portfolios (including the Portfolio Segment) participating in the transaction. AccordinglyAdviser recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Portfolio Segment. When recommending or effecting a transaction in a particular security or investment for more than one client account or portfolio (including the Portfolio Segment), Sub-Adviser hereby agrees may allocate such recommendations or transactions among all accounts and portfolios for whom the recommendation is made or transaction is effected on a basis that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fundconsiders equitable.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Market Street Fund Inc), Investment Sub Advisory Agreement (Market Street Fund Inc)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules Rules and regulations Regulations of the SEC pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to other investment companies and fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund Funds with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and that the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and such guidelines from time to time as shall be established by, Adviser, by HCM and reviewed by the Trust’s 's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates’ the Sub-Adviser's services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-AdviserAdvisers, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to AdviserHCM, Sub-Adviser, the PNC Companies, SEI Financial Services Company or any affiliated person of any of either the Trust, AdviserHCM, SEI Financial Services Company or Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser HCM and will make appropriate persons available for the purpose of reviewing at reasonable times with representatives of HCM and the Board of Trustees the management of the Fund with representatives of Adviser and the Board of TrusteesFund, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser HCM and Sub-Adviser and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by AdviserHCM;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the '40 Act, Act and will furnish Adviser HCM and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser HCM or the Board of Trustees may request;
(f) will act upon instructions from Adviser that HCM so long as such instructions are not considered by sub-advisor to be inconsistent with its fiduciary duties; and provided that HCM shall have the fiduciary duties undertaken hereunderright to authorize transactions for the portion of the Fund over which sub-adviser has investment discretion when necessary for the protection of the shareholders of the Fund or if HCM believes that Sub-adviser has breached its obligations under the Agreement;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Sub. ADVISER SERVICES Subject always to the supervision of the Fund's Board of Directors and Adviser, Sub-Adviser represents will furnish an investment program in respect of, and warrants that it is make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a "Portfolio Segment") and shall at place all times remain orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will manage each Portfolio Segment in compliance accordance with all applicable lawsFederal Securities laws and, rules and regulations pertaining to its investment advisory activities, including the 40 Actextent each of the following has been furnished to the Sub-Adviser, the 33 Act provisions of the Fund's Articles of Incorporation and By-laws , as amended from time to time, and the Advisers Actstated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time; provided however, that any policy addressing governing portfolio transactions executed by affiliated persons of the Fund or the Adviser shall continuously reflect the current updated list of affiliates (other than affiliates of the Sub-Adviser) to be covered by such policies. Sub-Adviser will provide reports at least quarterly to the Adviser in a form and containing information to be mutually agreed-upon by the parties. Sub-Adviser will make its officers and employees, as appropriate, available to Adviser and the Board of Directors from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing are required to provide services to fiduciary accounts in the United States for which it has investment responsibilitiesaccounts;
(b) will maintain at seek to comply with all times applicable provisions of the 1940 Act and rules and regulations of the Securities and Exchange Commission in all material respects and in addition will seek to conduct its registration activities under this Agreement in accordance with any laws and regulations of any governmental authority directly applicable to the SEC Sub-Adviser's investment advisory activities. In this connection, the Sub-Adviser will conduct subchapter M diversification testing on each Portfolio Segment (as an investment adviser under if it were a stand-alone Investment Company) based on records maintained by the Advisers Act;Sub-Adviser recognizing that such records are not the official books and records of the Portfolio Segment of the Fund:
(c) to the extent directed by Adviser in writing and to the extent permitted by law, will place orders pursuant execute purchases and sales of portfolio securities for each Portfolio Segment through brokers or dealers designated by management of the Fund to its investment determinations Adviser [for the purpose of one or more broker/dealers so designated providing direct benefits to the Fund], provided that Sub-Adviser determines that such brokers or dealers will provide best execution [in view of such other benefits, and is hereby authorized as the agent of the Fund either directly with to give instructions to the issuer Fund's custodian as to deliveries of securities or with any other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund;
(d) is authorized to and will select all other brokers, dealers or futures commission merchants that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In providing the Fund with investment supervisionmaking such selection, Sub-Adviser will give primary consideration is directed to securing the use its best efforts to obtain best execution, which includes most favorable price net results and efficient execution. Within execution of each Portfolio Segment's orders, taking into account all appropriate factors, including, but not limited to, price, dealer spread or commission, size and difficulty of the framework of this policy, Sub-Adviser may consider the financial responsibility, transaction and research and investment information and or other services provided by brokers or dealers who may effect or be a party provided. With respect to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It under this paragraph (d), it is understood that it is desirable for the Fund and the Trust that Sub-Adviser will not be deemed to have acted unlawfully, or Adviser to have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at breached a higher cost fiduciary duty to the Fund than or in respect of any Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion;
(e) is authorized to consider for investment by each Portfolio Segment securities that may result when allocating brokerage also be appropriate for other funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which a Fund and one or more other clients' accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among each Portfolio Segment and such other clients in a manner deemed equitable and fair, over time, by Sub-Adviser. Pursuant to other brokers solely on the basis of seeking the most favorable price its internal policies and efficient execution. Thereforeprocedures, and subject to applicable law, Sub-Adviser is authorized to place orders for the aggregate purchase and sale of orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other eligible client accounts or portfolios managed by Sub-Adviser. Adviser and the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood understand that the services provided by such brokers may be useful to Sub-Adviser in connection may not be able to aggregate transactions through brokers or dealers designated by Adviser with its transactions through brokers or its affiliates’ services to other clients. On occasions when dealers selected by Sub-Adviser deems Adviser, in which event the purchase prices paid or sale of a security to received by each Portfolio Segment will not be in the best interest of the Fund as well as covered by Sub-Adviser's internal trade aggregation policies. and may be higher or lower than those paid or received by other clients accounts or portfolios of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(df) will report regularly in a form and with information mutually agreed upon by the parties to Adviser and to the Board of Directors and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of TrusteesDirectors on a regular basis at reasonable times the management of each Portfolio Segment, including, including without limitation, review of the general investment strategy strategies of the Fundeach Portfolio Segment, the overall performance of the Fund each Portfolio Segment in relation to standard industry indices which have been agreed upon between Adviser indices, stock market and Sub-Adviser interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(eg) will maintain prepare such books and records with respect to the Trust’s each Portfolio Segment's securities transactions required as requested by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Adviser and will furnish Adviser and the Trust’s Fund's Board of Trustees Directors such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees or Adviser may reasonably request;
(fh) will vote all proxies with respect to securities in each Portfolio Segment pursuant to its internal proxy voting policies and procedures, and shall not be required to seek instructions from the Adviser, the Fund, or a Fund Portfolio; and
(i) will act upon reasonable instructions from Adviser that which, in the reasonable determination of Sub-Adviser, are not inconsistent with the Sub-Adviser's fiduciary duties undertaken hereunder;
under this Agreement. Sub-Adviser's ability to provide the services in this Section (g2) will treat confidentially is pursuant to the Adviser's authority to delegate advisory duties under the Advisory Agreement between the Adviser and as proprietary information the Fund, dated April 1, 2002. To the extent that the terms of this Section (2) differ from the terms the Advisory Agreement, the terms of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval Advisory Agreement shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fundgovern.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Wilshire Mutual Funds Inc)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund Sub-Adviser Assets either directly with the issuer or with any broker or dealer. In providing the Fund Sub-Adviser Assets with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Assets that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than than: may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund Sub-Adviser's Assets with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, the Adviser and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates’ the Sub-Adviser's services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Sub-Adviser Assets as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Sub-Adviser Assets and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, or the Administrator, the Sub-Administrator, the DistributorSEI Financial Services Company, or any entity that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the '40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund Sub-Adviser Assets with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the FundSub-Adviser Assets, the overall performance of the Fund Sub-Adviser Assets in relation to standard industry indices which have been agreed upon between Adviser and Sub-Sub- Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the '40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent consistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundSub-Adviser Assets. Sub-Advisor shall not be responsible for voting any proxies relating to securities of the Sub-Advisor Assets which proxies have a record date prior to. the effective date of this Agreement or on or after the date of any termination of this Agreement. Advisor acknowledges and agrees that Sub-Advisor shall have no responsibility for fling claims on behalf of the Sub-Advisor Assets with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Sub-Advisor Assets may be entitled to participate as a result of its securities holding.
Appears in 1 contract
Sub. sub-paragraph x) after “a) The Sub-Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and further agrees that it:
(a) will use at least the same skill ”, under Section 3. “Management,” shall be deleted and care replaced, in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration entirety, with the SEC as an investment adviser under the Advisers Act;following:
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(gx) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
, or when so requested by Trust. All information and advice furnished by one party to the other party (hincluding their respective agents, employees and representatives and the agents, employees, and representatives of any affiliates) hereunder shall be treated as confidential and shall not be disclosed to third parties, except as may be necessary to comply with applicable laws, rules and regulations, subpoenas, court orders, and as required in the administration and management of the Funds. It is understood that any information or recommendation supplied or produced by Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser and the Trust. Without limiting the foregoing, the Adviser and the Trust will only disclose portfolio information in accordance with the Trust’s portfolio information policy as adopted by the Board. The confidential treatment of the information noted in this Agreement shall have also apply to information shared between the right Adviser and the Sub-Adviser relating to execute and deliverpotential future funds for which the Adviser may wish to retain the Sub-Adviser’s investment advisory services. Sub-Adviser may disclose information relating to Trust, or cause Adviser and/or the Funds to its nominee affiliates, to execute and deliver, all proxies and notices any of meetings its delegates and other notices affecting agents under this Agreement, to any market counterparty or relating any broker (in accordance with market practices) in relation to transactions undertaken for the Funds, and to the securities custodian, in order to assist or enable the proper performance of its services under this Agreement. Subject to the Fund.Prospectus, Sub-Adviser and any trading counterparties are authorized to disclose transaction and other information to data repositories and regulators for the purposes of meeting applicable transaction and other regulatory reporting requirements;
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (JNL Series Trust)
Sub. ADVISER SERVICES SUBJECT always to the supervision of the Fund's Board of Trustees and Adviser, Sub-Adviser represents will furnish an investment program in respect of, and warrants that it is make investment decisions for, such portion of the assets of each Fund Portfolio as Adviser shall from time to time designate (each a "Portfolio Segment") and shall at place all times remain in compliance orders for the purchase and sale of securities on behalf of each Portfolio Segment. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and each Fund Portfolio and will monitor each Portfolio Segment's investments, and will comply with all applicable the provisions of the Fund's Declaration of Trust and By-laws, rules and regulations pertaining as amended from time to its investment advisory activitiestime, including the 40 Act, the 33 Act and the Advisers Actstated investment objectives, policies and restrictions of each Fund Portfolio as set forth in the prospectus and Statement of Additional Information for each Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of each Fund Portfolio with respect to each Portfolio Segment and to consult with Adviser regarding the investment affairs of each Portfolio Segment. Sub-Adviser agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at conform with all times applicable rules and regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its registration activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including all portfolio diversification requirements necessary for each Portfolio Segment to comply with subchapter M of the SEC Internal Revenue Code, as an if each Portfolio Segment were the entire portfolio for the regulated investment adviser under the Advisers Actcompany thereunder;
(c) to the extent directed by Adviser in writing, will place orders pursuant execute purchases and sales of portfolio securities for each Portfolio Segment through brokers or dealers designated by management of the Fund to its investment determinations Adviser for the purpose of providing direct benefits to the Fund, provided that Sub-Advisor determines that such brokers or dealers will provide reasonable execution in view of such other benefits, and is hereby authorized as the agent of the Fund either directly with to give instructions to the issuer Fund's custodian as to deliveries of securities or with any other investments and payments of cash of each Portfolio Segment to such brokers or dealers for the account of the relevant Fund Portfolio. Adviser and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher, and that the Fund may receive less favorable prices, than those which the Sub-Adviser could obtain from another broker or dealer, in order to obtain such benefits for the Fund;
(d) is authorized to and will select all other brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio Segment and is hereby authorized as the agent of the Fund to give instructions to the Fund's custodian as to deliveries of securities or other investments and payments of cash of each Portfolio Segment for the account of each Fund Portfolio. In providing the Fund with investment supervisionmaking such selection, Sub-Adviser will give primary consideration is directed to securing the use its best efforts to obtain best execution, which includes most favorable price net results and efficient execution. Within execution of each Portfolio Segment's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the framework of this policy, Sub-Adviser may consider the financial responsibility, transaction and research and investment information and or other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a partyprovided. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser will not be deemed to have acted unlawfully, or Adviser to have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at breached a higher cost fiduciary duty to the Fund than or in respect of each Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of each Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused a Fund Portfolio to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of a Fund Portfolio in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or Sub-Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion;
(e) is authorized to consider for investment by each Portfolio Segment securities that may result when allocating brokerage to also be appropriate for other brokers solely on funds and/or clients served by Sub-Adviser. To assure fair treatment of each Portfolio Segment and all other clients of Sub-Adviser in situations in which two or more clients' accounts participate simultaneously in a buy or sell program involving the basis of seeking the most favorable price same security, such transactions will be allocated among each Portfolio Segment and efficient executionother clients in a manner deemed equitable by Sub-Adviser. Therefore, Sub-Adviser is authorized to place orders for the aggregate purchase and sale orders for securities held (or to be held) in each Portfolio Segment with similar orders being made on the same day for other client accounts or portfolios managed by Sub-Adviser. When an order is so aggregated, the actual prices applicable to the aggregated transaction will be averaged and each Portfolio Segment and each other account or portfolio participating in the aggregated transaction will be treated as having purchased or sold its portion of the securities for at such average price, and all transaction costs incurred in effecting the aggregated transaction will be shared on a pro-rata basis among the accounts or portfolios (including the Portfolio Segment) participating in the transaction. Adviser and the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood understand that the services provided by such brokers may be useful to Sub-Adviser in connection may not be able to aggregate transactions through brokers or dealers designated by Adviser with its transactions through brokers or its affiliates’ services to other clients. On occasions when dealers selected by Sub-Adviser deems Adviser, in which event the purchase prices paid or sale of a security to received by each Portfolio Segment will not be in the best interest of the Fund as well as so averaged and may be higher or lower than those paid or received by other clients accounts or portfolios of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(df) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of TrusteesTrustees on a regular basis at reasonable times the management of each Portfolio Segment, including, including without limitation, review of the general investment strategy strategies of the Fundeach Portfolio Segment, the overall performance of the Fund each Portfolio Segment in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser indices, interest rate considerations and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(eg) will maintain prepare such books and records with respect to the Trust’s each Portfolio Segment's securities transactions required as requested by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Adviser and will furnish Adviser and the Trust’s Fund's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees or Adviser may reasonably request;
(fh) will vote all proxies with respect to securities in each Portfolio Segment; and
(i) will act upon reasonable instructions from Adviser that which, in the reasonable determination of Sub-Adviser, are not inconsistent with the Sub-Adviser's fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fundunder this Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Horace Mann Mutual Funds)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations of the SEC pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities as amended from time to time and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s Advisers other clients may be a party. It is understood that it is desirable for the Fund and that the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to such guidelines as shall be established by the general supervision of, and guidelines from time to time established by, Adviser, Adviser and reviewed by the Trust’s 's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates’ the Sub-Adviser's services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, or the Administrator, the Sub-Administrator, the Distributor, or any entity SEI Companies that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the `40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;,
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, the`40 Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;, and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund, and, unless otherwise notified in writing, to vote all proxies and take any other actions relating to the securities of the Fund including exercise of rights and acceptance of tender offers in accordance with any investment guidelines provided to Sub-Adviser by Adviser.
Appears in 1 contract
Sub. ADVISER SERVICES Subject always to the supervision of the Fund's Board of Trustees and the Adviser, Sub-Adviser represents will furnish an investment program in respect of, and warrants that it is make investment decisions for, all assets of the Fund Portfolio and shall at place all times remain in compliance orders for the purchase and sale of securities, all on behalf of the Fund Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and the Fund Portfolio and will monitor the Fund Portfolio's investments, and will comply with all applicable the provisions of the Fund's Declaration of Trust and By-laws, rules and regulations pertaining as amended from time to its investment advisory activitiestime, including the 40 Act, the 33 Act and the Advisers Actstated investment objectives, policies and restrictions of the Fund Portfolio as set forth in the prospectus and Statement of Additional Information for the Fund Portfolio, as amended from time to time, as well as any other objectives, policies or limitations provided by the Adviser from time to time. Sub-Adviser will provide reports at least quarterly to the Board of Trustees and to Adviser. Sub-Adviser will make its officers and employees available to Adviser and the Board of Trustees from time to time at reasonable times to review investment policies of the Fund Portfolio and to consult with Adviser regarding the investment affairs of the Fund Portfolio. Sub-Adviser agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;.
(b) will maintain at conform with all times applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its registration activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities, including all requirements necessary for the SEC as an investment adviser under Fund Portfolio to comply with subchapter M and section 817(h) of the Advisers ActInternal Revenue Code;
(c) is authorized to and will place orders pursuant to its investment determinations for select the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for will execute the Fund purchases and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis sales of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of portfolio securities for the Fund with such brokersPortfolio and is directed to use its best efforts to obtain best execution, subject to which includes most favorable net results and execution of the general supervision ofFund Portfolio's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and guidelines from time to time established by, Adviser, difficulty of the transaction and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practiceresearch or other services provided. It is understood that the Sub- Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or in respect of the Fund Portfolio, or be in breach of any obligation owing to the Fund or in respect of the Fund Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction of the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage and research services provided by such brokers member, broker, or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. Some securities considered for investment by the Fund Portfolio may also be useful to appropriate for other funds and or clients served by the Sub-Adviser. To assure fair treatment of the Fund Portfolio and all clients of the Sub-Adviser in connection with its situations in which two or its affiliates’ services to other more clients. On occasions when Sub-Adviser deems ' accounts participate simultaneously in a buy or sell program involving the purchase or sale of a security to same security, such transactions will be in the best interest of allocated among the Fund as well as other Portfolio and clients of in a manner deemed equitable by the Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and to the Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times the management of the Fund with representatives of Adviser and the Board of TrusteesPortfolio, including, including without limitation, review of the general investment strategy strategies of the FundFund Portfolio, the overall performance of the Fund Portfolio in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser indices, interest rate considerations and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain prepare such books and records with respect to the Trust’s Fund Portfolio's securities transactions required as requested by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Adviser and will furnish Adviser and the Trust’s Fund's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees or Adviser may reasonably request;
(f) will act upon instructions from Adviser that which, in the reasonable determination of Sub-Adviser, are not inconsistent with the Sub-Adviser's fiduciary duties undertaken hereunderunder this Agreement;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Horace Mann Mutual Funds)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and further agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(ci) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing Subject to the Fund other provisions of this paragraph, in placing orders with investment supervisionbrokers and dealers, Sub-Adviser will give primary consideration attempt to securing obtain the best price and the most favorable price and efficient executionexecution of orders. Within the framework of this policyIn placing orders, Sub-Adviser may will consider the experience and skill of the firm's securities traders as well as the firm's financial responsibilityresponsibility and administrative efficiency. Consistent with this obligation, research Sub-Adviser may, subject to the approval of the Fund's Board of Trustees, select brokers on the basis of the research, statistical and investment information pricing services they provide to the Portfolio and other services provided by brokers clients of Adviser or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients . Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by Sub-Adviser hereunder. A commission paid to such brokers may be a party. It is understood higher than that it is desirable which another qualified broker would have charged for effecting the Fund and the Trust same transaction, provided that Sub-Adviser determines in good faith that such commission is reasonable in terms of either the transaction or the overall responsibility of Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, Portfolio and guidelines from time to time established by, Adviser, their other clients and reviewed that the total commissions paid by the Trust’s Board of Trustees with respect Portfolio will be reasonable in relation to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, benefits to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate Portfolio over the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sublong-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clientsterm. In no instance instance, however, will portfolio the Portfolio's securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, Fund's distributor or any affiliated person of any of thereof, except to the Trust, Adviser, Sub-Adviser, extent permitted by the Administrator, the Sub-Administrator, the Distributor, SEC or any entity by applicable law. It is understood that Adviser has identified to Sub-Adviser may utilize affiliates in writingconnection with the placement of orders with issuers and brokers or dealers, except as may be permitted under but such use of affiliates shall not affect the 40 Act. responsibility of Sub-Adviser acknowledges that to Adviser for such activities. Subject to the Fund foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordinglyapplicable provisions of law, Sub-Adviser hereby agrees that may select brokers and dealers with which it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
is affiliated; (dii) will report regularly maintain or cause Adviser to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s Portfolio's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Fund's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees they may request;
; (fiii) will act upon instructions from maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When Sub-Adviser that makes investment recommendations for the Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Portfolio's account are customers of the commercial departments of its affiliates. In dealing with commercial customers of its affiliates, Sub-Adviser will not inconsistent with inquire or take into consideration whether securities of those customers are held by the fiduciary duties undertaken hereunder;
Fund; and (giv) will treat confidentially and as proprietary information of the Trust Fund all such records and other information relative to the assets Fund, any of the Fund maintained by Sub-Adviser (“Confidential Information”)Portfolio's and the Fund's prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesFund, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of when so requested by the Fund.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealerdealer including, as permitted by law, with the affiliates of the Sub-Adviser or Fund and brokers who sell shares of the Fund. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, in response to legally submitted regulatory or other governmental submissions or actions, or in any manner Sub-Adviser deems necessary in order to transact business on behalf of the Fund, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) . In addition, Sub-Adviser agrees not to disclose or deliver the Funds' portfolio holdings to any third party without the prior written consent of the Adviser and/or in contravention of the Trust policy on portfolio holdings. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundFund purchased or sold by Sub-Adviser except that Adviser will retain responsibility and obligations for executing and filing all corporate or similar class actions that may arise as a result of Sub-Adviser's purchase or sale of any security, provided Sub-Adviser gives notice of same to Adviser promptly following receipt.
Appears in 1 contract
Samples: Interim Sub Advisory Agreement (Highmark Funds /Ma/)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such services Advisor or an affiliated person of Sub-Advisor may act as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations broker for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser Portfolio in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In investments for the event Portfolio, subject to: (a) the Fund becomes a multi-managed fund, requirement that Sub-Adviser shall be limited Advisor seek to managing only obtain best execution and price within the discrete portion of the Fund’s portfolio as may be policy guidelines determined from time-to-time by the Trust’s Board board of Trustees or Adviser, trustees and shall not consult with set forth in the other sub-adviser(sTrust’s current registration statement; (b) as to any other portion the provisions of the Fund’s portfolio concerning transactions for Investment Advisers Act of 1940, as amended (the Fund in securities or other Fund assets;
“Advisers Act”); (c) the provisions of the Securities Exchange Act of 1934, as amended; and (d) will report regularly to Adviser and will make appropriate persons available for other applicable provisions of law. Such brokerage services are not within the purpose of reviewing at reasonable times the management scope of the Fund duties of Sub-Advisor under this Agreement. Subject to the requirements of applicable law and any procedures adopted by Trust’s board of trustees, Sub-Advisor or their affiliated persons may receive brokerage commissions, fees or other remuneration from the Portfolio or the Trust for such services in addition to Sub-Advisor’s fees for services under this Agreement.
(a) Advisor authorizes Sub-Advisor to use its best efforts to vote proxies for securities held in the Portfolio and purchased (or otherwise acquired) by the Sub-Advisor. The Sub-Advisor is authorized and directed to instruct the custodian to forward promptly to the Sub-Advisor or its designee copies of all proxies and shareholder communications relating to such securities held in the Portfolio (other than materials relating to legal proceedings). Advisor agrees that the Sub-Advisor will not be responsible with representatives regard to voting of Adviser proxies if the Sub-Advisor or the Sub-Advisor’s designee has not received such proxies or related shareholder communications on a timely basis. Advisor acknowledges that currently the Sub-Advisor has engaged a third party service provider to assist with the administrative functions related to voting proxies. It is further understood that Sub-Advisor need not and is not required to accept any direction concerning the Board voting of Trusteesproxies from Advisor. The right of Sub-Advisor to vote proxies shall continue until the earlier of the termination of the Agreement or such time as Advisor revokes the Sub-Advisor’s authority to vote proxies and specifically reserves such right to Advisor or to another designee. Notwithstanding anything to the contrary herein, Advisor agrees that Sub-Advisor will not be responsible for voting any proxy relating to securities not purchased or otherwise acquired by Sub-Advisor. In particular, Advisor agrees that Sub-Advisor will not be responsible for voting proxies relating to investments made pursuant to cash sweeps of the Portfolio (including, without limitation, review short term investment fund programs, money market funds and other short-term cash vehicles or other cash equivalents); rather, Advisor specifically reserves the right to vote such proxies to itself. Advisor may obtain a copy of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser Advisor’s proxy voting policies and general conditions affecting procedures and information about how the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records Sub-Advisor voted with respect to securities in the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may Portfolio upon request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Mlig Variable Insurance Trust)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and that the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to such guidelines as shall be established by the general supervision of, and guidelines from time to time established by, Adviser, Adviser and reviewed by the Trust’s 's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates’ the Sub-Adviser's services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, or the Administrator, the SEI Financial Services Company or Sub-Administrator, the Distributor, or any entity Adviser that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the `40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the `40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealerdealer including, as permitted by law, with the affiliates of the Sub-Adviser or Fund and brokers who sell shares of the Fund. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the 40 Act. The Sub-Adviser acknowledges that the Adviser may engage other sub-advisers for the Fund and or for other mutual funds advised by the Adviser (collectively, the “"fund complex”) may engage in transactions with certain sub"). Additionally, the Sub-advisers in the fund complex (and their affiliated persons) Adviser acknowledges that, in reliance on exemptions under provided by Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 1940 Act. Accordingly, the Fund and other mutual funds in the fund complex may engage in transactions with certain sub-advisers (including the Sub- Adviser) in the fund complex and/or with their affiliated persons (such sub- advisers and their affiliated persons other than the Sub-Adviser hereby and its affiliated persons, collectively, the "Other Sub-Advisers and Affiliates"). Further, then, except as provided by the Rules set forth above, the Sub-Adviser agrees that it will not consult with the Other Sub-Advisers and Affiliates about transactions in securities or other fund assets for any other sub-adviser of a fund in the fund complex. Finally, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-the Sub- Adviser shall be limited to managing only the discrete portion of the Fund’s 's portfolio as may be determined from time-to-time to time by the Trust’s 's Board of Trustees or the Adviser, and and, in addition to the restrictions set forth above, shall not consult with the other subOther Sub-adviser(s) as to any other portion of the Fund’s portfolio concerning Advisers and Affiliates about transactions for the Fund in securities or other Fund assets;fund assets for the Fund.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, in response to legally submitted regulatory or other governmental submissions or actions, or in any manner Sub-Adviser deems necessary in order to transact business on behalf of the Fund, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) . In addition, Sub-Adviser agrees not to disclose or deliver the Funds' portfolio holdings to any third party without the prior written consent of the Adviser and/or in contravention of the Trust policy on portfolio holdings. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundFund purchased or sold by Sub-Adviser except that Adviser will retain responsibility and obligations for executing and filing all corporate or similar class actions that may arise as a result of Sub-Adviser's purchase or sale of any security, provided Sub-Adviser gives notice of same to Adviser promptly following receipt.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to discretionary investment advisory fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that the Sub-Adviser or Adviser Advisor have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund Sub-Adviser's assets with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, the Adviser and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-the Sub- Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the `40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the certain assets of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s Fund's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the `40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the certain assets of the Fund maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundFund under its management.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules Rules and regulations Regulations of the SEC pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund Funds with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s the SubAdviser's other clients may be a party. It is understood that it is desirable for the Fund and that the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to such guidelines as shall be established by the general supervision of, and guidelines from time to time established by, Adviser, Adviser and reviewed by the Trust’s 's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates’ the Sub-Adviser's services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, Sub-the Sub- Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, SEI Financial Services Company or any affiliated person of any of either the Trust, Adviser, SEI Financial Services Company or Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity Adviser that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the '40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of TrusteesTrustees the management of the Fund, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, marketplace and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 3la-1 under the '40 Act, Act and will wilt furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly duty constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Sub. Adviser represents Advisor shall use its best judgment, effort, and warrants that it is and shall at all times remain advice in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including rendering services under this Agreement. In furnishing the 40 Actservices under this Agreement, the 33 Act Sub-Advisor will comply with the requirements of the ICA and subchapter M (including and Section 851(b)(1), (2) and (3)) and Section 817(h) of the Internal Revenue Code, applicable to the Portfolio, and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviserregulations promulgated thereunder, to the extent permitted by such compliance is within the Sub-Advisor's control. Sub-Advisor shall comply with (i) other applicable laws and regulations, may, but shall be under no obligation to, aggregate provisions of state or federal law; (ii) the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation provisions of the securities so purchased or sold, as well as Declaration of Trust and By-laws of the expenses incurred in Trust communicated to the transaction, will be made by Sub-Adviser Advisor by the Investment Manager in writing; (iii) policies and determinations of the manner it considers to be equitable Trust and consistent with its fiduciary obligations Investment Manager communicated to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, Advisor in writing; (iv) the PNC Companies, or any affiliated person of any fundamental policies and investment restrictions of the Trust, Adviseras set out in the Trust's registration statement under the ICA, or as amended by the Trust's shareholders; (v) the Prospectus and Statement of Additional Information of the Trust; and (vi) investment guidelines or other instructions received in writing from Investment Manager. Sub-AdviserAdvisor shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment program of the Portfolio. Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisors to provide investment advice and other services in relation to portfolios of the Trust for which Sub-Advisor does not provide such services, or to prevent Investment Manager from providing such services itself in relation to such portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a "manager-of-managers" style, the AdministratorInvestment Manager will, among other things, (i) continually evaluate the performance of the Sub-Administrator, Advisor through quantitative and qualitative analysis and consultations with the Distributor, or any entity that Adviser has identified to Sub-Adviser in writingAdvisor, except (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services may be permitted under the 40 Actterminated or modified pursuant to this process. The Sub-Adviser Advisor acknowledges that the Fund Investment Manager and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance Trust intend to rely on exemptions under Rule 10f-3, Rule 12d3-1, Rule Rules 17a-10 and Rule 17e-1 10f-3 under the 40 Act. AccordinglyICA, to the extent applicable, and the Sub-Adviser Advisor hereby agrees that it will shall not consult with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that it shall not consult with any other sub-adviser advisor of the Portfolio that is a fund in the fund complex, principal underwriter or an affiliated person of a sub-adviser, concerning principal underwriter with respect to transactions for a fund in securities for the Portfolio's portfolio or any other fund transactions of Portfolio assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be and that its investment advisory responsibilities as set forth in this Agreement are limited to managing only the such discrete portion of the Fund’s Portfolio's portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundInvestment Manager.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at ADVISERS AND SUB-CONTRACTORS.
(a) The Adviser, with approval of the Board, may delegate some or all times remain in compliance with all applicable laws, rules and regulations pertaining to of its investment advisory activities, including the 40 Act, the 33 Act and duties under this Agreement to one or more Sub-Advisers that are registered under the Advisers Act, including but not limited to delegating the voting of proxies relating to the Fund’s portfolio securities in accordance with the proxy voting policies and agrees procedures of such Sub-Adviser; provided, however, that it:
(a) will use at least any such delegation shall be pursuant to an agreement with terms agreed upon by the same skill Trust and care approved in providing a manner consistent with the requirements of the 1940 Act as such requirements may be modified by rule, regulation or order of the SEC; and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Fund’s assets pursuant to this Agreement and under applicable law. In addition, the Adviser may engage other parties to assist it with any of the administrative and management services as it uses referenced in providing services to fiduciary accounts in the United States for which it has investment responsibilities;Section 2 hereof.
(b) will maintain at all times To the extent the Adviser delegates any of its registration with the SEC as an investment adviser duties under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees Agreement with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful a Fund to one or more Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-AdviserAdvisers, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In each such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited perform its duties subject to managing only the discrete direction and control of the Adviser. The Adviser shall retain overall supervisory responsibility for the general management and investment of the assets of any sub-advised Fund. With respect to any sub-advised Fund, the Adviser’s responsibilities shall include evaluating and recommending the selection, retention, removal or replacement of one or more sub-advisers, and determining, as the Adviser deems appropriate, the portion of the Fund’s portfolio as may assets to be determined from time-to-time managed by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and given Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports reallocating those assets as necessary from time to time time, subject to Board approval. In addition, the Adviser’s responsibilities with respect to any sub-advised Fund shall include:
(i) Supervision of each Sub-Adviser in its performance of its duties under the Sub-Advisory Agreement or other arrangement;
(ii) Assessment of each Fund’s investment focus and investment strategy for each sub-advised portion (whole or in part) of the Fund;
(iii) Monitoring the investment performance of each Sub-Adviser and reviewing and reporting to the Board periodically on the performance of the investment adviser and recommending action(s) as reasonably requested appropriate;
(iv) Conducting periodic in-person or telephonic due diligence meetings as deemed necessary by the Adviser;
(ev) will maintain books Monitoring each Sub-Adviser to confirm its compliance with the investment objectives, strategies, policies and records restrictions of a Fund, for any changes that may impact the Fund or the Sub-Adviser’s operations or overall business continuity, for the Sub-Adviser’s adherence to legal and compliance procedures, for any litigation enforcement or regulatory matters relating to the Sub-Adviser, and with respect to the TrustSub-Adviser’s securities transactions required by the 40 Actbrokerage practices and trading quality;
(vi) Analyzing/researching, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Actselecting, and will furnish making recommendations to replace a Sub-Adviser or portfolio manager thereof, as the Adviser deems appropriate, and assisting in managing the Trusttransition process when any Sub-Adviser or portfolio manager thereof is appointed, terminated, or replaced;
(vii) Monitoring each Sub-Adviser’s Board voting of Trustees such periodic and special reports proxies with respect to such securities transactions as Adviser or the Board of Trustees may requestapplicable Funds’ portfolio holdings;
(fviii) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially Performing such other periodic monitoring and reporting functions as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld reasonably request consistent with this Agreement and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fundapplicable law.
Appears in 1 contract
Samples: Investment Advisory Agreement (Exchange Place Advisors Trust)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund Sub-Adviser Assets either directly with the issuer or with any broker or dealer. In providing the Fund Sub-Adviser Assets with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Assets that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund Sub-Adviser's Assets with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, the Adviser and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its or its affiliates’ the Sub-Adviser's services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Sub-Adviser Assets as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Sub-Adviser Assets and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, or the Administrator, the Sub-Administrator, the DistributorSEI Financial Services Company, or any entity that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the `40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund Sub-Adviser Assets with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the FundSub-Adviser Assets, the overall performance of the Fund Sub-Adviser Assets in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the `40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent consistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund Trust maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of TrusteesTrust, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundSub-Adviser Assets. Sub-Advisor shall not be responsible for voting any proxies relating to securities of the Sub-Advisor Assets which proxies have a record date prior to the effective date of this Agreement or on or after the date of any termination of this Agreement. Advisor acknowledges and agrees that Sub-Advisor shall have no responsibility for filing claims on behalf of the Sub-Advisor Assets with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Sub-Advisor Assets may be entitled to participate as a result of its securities holding.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care in providing such services Advisor or an affiliated person of Sub-Advisor may act as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations broker for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser Portfolio in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In investments for the event Portfolio, subject to: (a) the Fund becomes a multi-managed fund, requirement that Sub-Adviser shall be limited Advisor seek to managing only obtain best execution and price within the discrete portion of the Fund’s portfolio as may be policy guidelines determined from time-to-time by the Trust’s Board board of Trustees or Adviser, trustees and shall not consult with set forth in the other sub-adviser(sTrust’s current registration statement: (b) as to any other portion the provisions of the Fund’s portfolio concerning transactions for Investment Advisers Act of 1940, as amended (the Fund in securities or other Fund assets;
“Advisers Act”); (c) the provisions of the Securities Exchange Act of 1934, as amended: and (d) will report regularly to Adviser and will make appropriate persons available for other applicable provisions of law. Such brokerage services are not within the purpose of reviewing at reasonable times the management scope of the Fund duties of Sub-Advisor under this Agreement. Subject to the requirements of applicable law and any procedures adopted by Trust’s board of trustees, Sub-Advisor or their affiliated persons may receive brokerage commissions, fees or other remuneration from the Portfolio or the Trust for such services in addition to Sub-Advisor’s fees for services under this Agreement.
(a) Advisor authorizes Sub-Advisor to use its best efforts to vote proxies for securities held in the Portfolio and purchased (or otherwise acquired) by the Sub-Advisor. The Sub-Advisor is authorized and directed to instruct the custodian to forward promptly to the Sub-Advisor or its designee copies of all proxies and shareholder communications relating to such securities held in the Portfolio (other than materials relating to legal proceedings). Advisor agrees that the Sub-Advisor will not be responsible with representatives regard to voting of Adviser proxies if the Sub-Advisor or the Sub-Advisor’s designee has not received such proxies or related shareholder communications on a timely basis. Advisor acknowledges that currently the Sub-Advisor has engaged a third party service provider to assist with the administrative functions related to voting proxies. It is further understood that Sub-Advisor need not and is not required to accept any direction concerning the Board voting of Trusteesproxies from Advisor The right of Sub-Advisor to vote proxies shall continue until the earlier of the termination of the Agreement or such time as Advisor revokes the Sub-Advisor’s authority to vote proxies and specifically reserves such right to Advisor or to another designee. Notwithstanding anything to the contrary herein, Advisor agrees that Sub-Advisor will not be responsible for voting any proxy relating to securities not purchased or otherwise acquired by Sub-Advisor. In particular, Advisor agrees that Sub-Advisor will not be responsible for voting proxies relating to investments made pursuant to cash sweeps of the Portfolio (including, without limitation, review short term investment fund programs, money market funds and other short-term cash vehicles or other cash equivalents); rather, Advisor specifically reserves the right to vote such proxies to itself. Advisor may obtain a copy of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser Advisor’s proxy voting policies and general conditions affecting procedures and information about how the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records Sub-Advisor voted with respect to securities in the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may Portfolio upon request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Mlig Variable Insurance Trust)
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to discretionary investment advisory fiduciary accounts in the United States for which it is has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that the Sub-Adviser or Adviser Advisor have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund Sub-Adviser's assets with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, the Adviser and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions commission and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, the Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to the Sub-Adviser in writing, except as may be permitted under the '40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the certain assets of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s Fund's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the '40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as the Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the certain assets of the Fund maintained by the Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) , or when so requested by the Trust. Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the FundFund under its management.
Appears in 1 contract
Sub. ADVISERS. The Investment Adviser represents and warrants that it is and shall at all times remain in compliance may delegate certain of its responsibilities hereunder with all applicable laws, rules and regulations pertaining respect to its provision of investment advisory activitiesservices set forth in Section 3(a) above to one or more other parties (each such party, including the 40 Acta "Sub-Adviser"), the 33 Act and the Advisers Act, and agrees that it:
(a) will use at least the same skill and care pursuant in providing each case to a written agreement with such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to securing contracts for service as investment adviser of a registered investment company (including without limitation the most favorable price requirements for approval by the trustees of the Fund and efficient executionthe shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Within the framework of this policy, Such Sub-Adviser may consider (but need not) be affiliated with the financial responsibility, research and investment information and other Investment Adviser. Any delegation of services provided by brokers pursuant to this Section 3(b) shall be subject to the following conditions:
1. Any fees or dealers who may effect or be a party compensation payable to any such transaction or other transactions Sub-Adviser shall be paid by the Investment Adviser and no additional obligation may be incurred on the Fund's behalf to which any Sub-Adviser’s other clients ; except that any Fund expenses that may be a party. It is understood that it is desirable for incurred by the Investment Adviser and paid by the Fund to the Investment Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangements are approved by the Fund and the Trust that Sub-Investment Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost prior to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, 's incurring such expenses.
2. If the Investment Adviser delegates its responsibilities to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, more than one Sub-Adviser, the PNC Companies, or any affiliated person of any Investment Adviser shall be responsible for assigning to each Sub-Adviser that portion of the Trust, Adviser, assets of the Portfolio for which the Sub-Adviser is to act as Sub-Adviser, subject to the Administrator, approval of the Sub-Administrator, Fund's Board of Trustees.
3. To the Distributor, extent that any obligations of the Investment Adviser or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with require any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited to managing only the discrete portion of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management service Provider of the Fund with representatives of or Portfolio to furnish information or services, such information or services shall be furnished by the Fund's or the Portfolio's service providers directly to both the Investment Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and any Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
Sub. Adviser represents shall select the brokers and warrants dealers that it is will execute the purchases and sales of securities for the Fund and markets on or in which such transactions will be executed and shall at place, in the name of the Fund or its nominee, all times remain in compliance with all applicable laws, rules and regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, and agrees that it:such orders.
(a) will use at least Subject to the same skill primary objective of obtaining the best available prices and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers Act;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervisionexecution, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of portfolio securities with such broker/dealers who provide statistical, factual and financial information and services to the Fund, to Adviser, to Sub-Adviser or to any other fund for which Adviser or Sub Adviser provides investment advisory services and/or with broker/dealers who sell shares of the Fund or who sell shares of any other fund for which Adviser or Sub-Adviser provides investment advisory services. Broker/dealers who sell shares of the funds for which Adviser or Sub-Adviser provides investment advisory services shall only receive orders for the Fund purchase or sale of portfolio securities to the extent that the placing of such orders is in compliance with such brokersthe Rules of the Securities and Exchange Commission and the National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above, and subject to the general supervision of, such policies and guidelines from time to time established by, Adviser, and reviewed procedures as may be adopted by the Trust’s Board of Trustees Directors and officers of the Company, Sub-Adviser may ask the Fund and the Fund may agree to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, in such instances where the Fund and Sub-Adviser have determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser's overall responsibilities with respect to the extent Fund and continuation of this practice. to other funds and other advisory accounts for which Adviser or Sub-Adviser exercises investment discretion.
(c) It is understood that the services provided by such brokers may be useful to certain other clients of Sub-Adviser in connection with its or its affiliates’ services may have investment objectives and policies similar to other clients. On occasions when those of the Fund, and that Sub-Adviser deems may, from time to time, make recommendations that result in the purchase or sale of a particular security to be in the best interest of the Fund as well as by its other clients simultaneously with the Fund. If transactions on behalf of Sub-Adviser, Sub-Adviser, to more than one client during the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate same period increase the demand for securities to be so being purchased or sold in order to obtain the most favorable supply of securities being sold, there may be an adverse effect on price or lower brokerage commissions and efficient executionquantity. In such event, allocation Sub-Adviser shall allocate advisory recommendations and the placing of the securities so purchased or sold, as well as the expenses incurred orders in the transaction, will be made a manner that is deemed equitable by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clientsaccounts involved, including the Fund. In no instance will portfolio securities be purchased from When two or sold to Adviser, more of the clients of Sub-AdviserAdviser (including the Fund) are purchasing or selling the same security on a given day from the same broker or dealer, such transactions may be averaged as to price.
(d) Sub-Adviser agrees that it will not purchase or sell securities for the PNC CompaniesFund in any transaction in which it, Adviser or any "affiliated person" of the Company, Adviser or Sub-Adviser or any affiliated person of any of the Trustsuch "affiliated person" is acting as principal; provided, Adviserhowever, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted effect transactions pursuant to Rule 17a-7 under the 40 Act. 1940 Act in compliance with the Fund's then-effective policies concerning such transactions.
(e) Sub-Adviser acknowledges that the Fund and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult execute any portfolio transactions for the Fund with any other suba broker or dealer or futures commission-adviser merchant which is an "affiliated person" of a fund in the fund complexCompany, Adviser or Sub-Adviser or an "affiliated person person" of a sub-adviser, concerning transactions for a fund in securities or other fund assetssuch an "affiliated person" without the prior written consent of Adviser. In effecting any such transactions with the event the Fund becomes a multi-managed fundprior written consent of Adviser, Sub-Adviser shall be limited to managing only the discrete portion comply with Section 17(e)(1) of the Fund’s portfolio as may be determined from time-to-time by the Trust’s Board of Trustees or Adviser1940 Act, and shall not consult with the other sub-adviser(s) as to any other portion applicable provisions of the Fund’s portfolio concerning transactions for 1940 Act, if any, the Fund in securities or other Fund assets;
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management then-effective Registration Statement of the Fund with representatives under the Securities Act of Adviser 1933, as amended, and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub's then-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, and will furnish Adviser and the Trust’s Board of Trustees effective policies concerning such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;transactions.
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have promptly communicate to Adviser and, if requested by Adviser, to the right to execute and deliverCompany's Board of Directors, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or such information relating to portfolio transactions as Adviser may reasonably request. The parties understand that the Fund shall bear all brokerage commissions in connection with the purchases and sales of portfolio securities for the Fund and all ordinary and reasonable transaction costs in connection with purchases of the Fundsuch securities in private placements and subsequent sales thereof.
Appears in 1 contract
Sub. Adviser represents and warrants that it is and shall at all times remain in compliance with all applicable laws, rules United States Securities and regulations Exchange Commission ("SEC") Rules and Regulations pertaining to its investment advisory activities, including the 40 Act, the 33 Act and the Advisers Act, activities and agrees that it:
(a) will use at least the same skill and care in providing such services as it uses in providing services to fiduciary accounts in the United States for which it has investment responsibilities;
(b) will maintain at all times its registration with the SEC as an investment adviser under the Advisers ActAct and will conform with all applicable laws, rules and regulations pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In providing the Fund with investment supervision, Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which Sub-Adviser’s 's other clients may be a party. It is understood that it is desirable for the Fund and the Trust that Sub-Adviser or Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to the general supervision of, and guidelines from time to time established by, Adviser, and reviewed by the Trust’s 's Board of Trustees with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to Sub-Adviser in connection with its or its affiliates’ ' services to other clients. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance will portfolio securities be purchased from or sold to Adviser, Sub-Adviser, the PNC SEI Companies, or any affiliated person of any of the Trust, Adviser, Sub-Adviser, the Administrator, the Sub-Administrator, the Distributor, or any entity that Adviser has identified to Sub-Adviser in writing, except as may be permitted under the 40 Act. Adviser shall supply Sub-Adviser acknowledges that the Fund with a list of all such persons and other mutual funds advised by Adviser (collectively, the “fund complex”) may engage in transactions with certain sub-advisers in the fund complex (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 40 Act. Accordingly, Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of a fund in the fund complex, or an affiliated person of a sub-adviser, concerning transactions for a fund in securities or other fund assets. In the event the Fund becomes a multi-managed fund, Sub-Adviser shall be limited amendments to managing only the discrete portion of the Fund’s portfolio such list as may be determined necessary from time to time-to-time by the Trust’s Board of Trustees or Adviser, and shall not consult with the other sub-adviser(s) as to any other portion of the Fund’s portfolio concerning transactions for the Fund in securities or other Fund assets;.
(d) will report regularly to Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times the management of the Fund with representatives of Adviser and the Board of Trustees, including, without limitation, review of the general investment strategy of the Fund, the overall performance of the Fund in relation to standard industry indices which have been agreed upon between Adviser and Sub-Adviser and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Adviser;
(e) will maintain books and records with respect to the Trust’s 's securities transactions required by the 40 Act, including subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 40 Act, Act and will furnish Adviser and the Trust’s 's Board of Trustees such periodic and special reports with respect to such securities transactions as Adviser or the Board of Trustees may request;
(f) will act upon instructions from Adviser that are not inconsistent with the fiduciary duties undertaken hereunder;; and
(g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the assets of the Fund maintained by Sub-Adviser (“Confidential Information”)Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board of Trustees, which approval shall not be unreasonably withheld and may not be withheld where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities; and
(h) Sub-Adviser shall have the right to execute and deliver, or cause its nominee to execute and deliver, all proxies and notices of meetings and other notices affecting or relating to the securities of the Fund.
Appears in 1 contract
