Services of Sub-Adviser. Subject to the oversight and supervision of Adviser and the Fund’s Board of Trustees, Sub-Adviser will supervise the day-to-day operations of the Portfolios and perform the following services: (i) act as investment adviser for and manage the investment and reinvestment of those assets of the Portfolios as Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Portfolios and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Portfolios; (ii) provide investment research and credit analysis concerning the Portfolios’ investments; (iii) assist Adviser in determining what portion of the Portfolios’ assets will be invested in cash and cash equivalents and money market instruments; (iv) place orders for all purchases and sales of the investments made for the Portfolios; and (v) maintain the books and records as are required to support Fund operations (in conjunction with record-keeping and accounting functions performed by Adviser). At the request of Adviser, Sub-Adviser will also, subject to the oversight and supervision of Adviser and the direction and control of the Fund’s Board of Trustees, provide to Adviser or the Fund any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement. In addition, Sub-Adviser will keep the Fund and Adviser informed of developments materially affecting the Portfolios and shall, on its own initiative, furnish to the Fund from time to time whatever information Sub-Adviser believes appropriate for this purpose. Sub-Adviser will periodically communicate to Adviser, at such times as Adviser may direct, information concerning the purchase and sale of securities for the Portfolios, including (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (iv) the CUSIP number of the instrument, if any, and (v) such other information as Adviser may reasonably require for purposes of fulfilling its obligations to the Fund under the Advisory Agreement. Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Portfolio’s investment objective, policies and restrictions as stated in such Portfolio’s prospectuses and statements of additional information (as currently...
Services of Sub-Adviser. The Sub-Adviser shall perform all services necessary for the management of the portfolio investments of each Fund, including but not limited to:
(a) Managing the investment and reinvestment of all assets, now or hereafter acquired by each Fund, including determining what securities and other investments are to be purchased or sold for each Fund and executing transactions accordingly;
(b) Transmitting trades to each Fund's custodian for settlement in accordance with each Fund's procedures and as may be directed by the Trust;
(c) Assisting in the preparation of all shareholder communications, including shareholder reports, and participating in shareholder relations;
(d) Making recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to each Fund's portfolio securities shall be exercised;
(e) Making recommendations to the Adviser and the Board with respect to Fund investment policies and procedures, and carrying out such investment policies and procedures as are approved by the Board or by the Adviser under authority delegated by the Board to the Adviser;
(f) Supplying reports, evaluations, analyses, statistical data and information to the Adviser, the Board or to the Funds' officers and other service providers as the Adviser or the Board may reasonably request from time to time or as may be necessary or appropriate for the operation of the Trust as an open-end investment company or as necessary to comply with Section 3(a) of this Agreement;
(g) Maintaining all required books and records with respect to the investment decisions and securities transactions for each Fund;
(h) Furnishing any and all other services, subject to review by the Board, that the Adviser from time to time determines to be necessary or useful to perform its obligations under the Investment Advisory Agreement or as the Board may reasonably request from time to time.
Services of Sub-Adviser. In providing management services to the Fund, the Sub-Adviser will be subject to: (i) the investment objectives, policies and restrictions of the Trust as they apply to the Fund and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”), each as filed with the Securities and Exchange Commission (the “SEC”) as part of the Trust’s Registration Statement, and Form 19b-4 application filed with the SEC, if applicable, as the same may be periodically amended and provided to the Sub-Adviser by the Adviser; (ii) the investment restrictions set forth in the Act and the Rules thereunder; (iii) the terms and conditions of the ETF exemptive order issued to the Adviser and the Trust; (iv) the supervision and control of the Trustees of the Trust (the “Trustees”); and (v) instructions from the Adviser. The Sub-Adviser will not, without the Trust’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. The Sub-Adviser also will assist the Adviser and the Fund with certain operational services for the Fund including, without limitation, the following: (i) the preparation of tax returns; (ii) the preparation and submission of reports to existing shareholders; (iii) the periodic updating of the Prospectus and Statement of Additional Information; and (iv) the preparation of reports to be filed with the SEC and other regulatory authorities.
Services of Sub-Adviser. (a) The Sub-Adviser shall perform the following services on behalf of the Fund:
(i) provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment;
(ii) manage the investment and reinvestment of all assets, now or hereafter a part of the Segment, including placing orders for the purchase and sale of securities and other assets in its discretion and without prior consultation with the Adviser, subject, in all cases, to (A) the Fund’s investment objective, strategies, and restrictions as stated in the Fund’s prospectus and statement of additional information, as both may be amended from time to time, hereinafter referred to as the “Approved Investment Program,” provided that Sub-Adviser is provided with any amendments to the Approved Investment Program in advance of the effectiveness of such amendments, and (B) the provisions of the 1940 Act and rules and regulations thereunder;
(iii) instruct the Fund’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(iv) report on the activities in the performance of its duties and obligations under this Agreement to the Board at such times and in such detail as the Board may reasonably request, and keep the Board and the Adviser informed of important developments affecting the Segment, and on its own initiative furnish the Adviser and the Board from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held in the Segment, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Segment maintains investments;
(v) furnish, at its own expense, (A) all necessary investment and management facilities, including compensation of personnel required for it to execute its duties hereunder, and (B) its own administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties and responsibilities set forth in this Agreement; and
(vi) provide upon reasonable request assistance and recommendations for the determination of the fair value of certain...
Services of Sub-Adviser. (a) The Sub-Adviser will provide the following services to the Adviser:
(i) The Sub-Adviser will provide a continuous program of investment management for that portion of the assets of the Fund that, from time to time, may be allocated to it and according to the investment strategy stated at the time of the allocation. The allocation may be determined by the Adviser or the Board, in writing, by an authorized officer of the Trust. It is understood that the assets so allocated may consist of all, a portion of, or none of the assets of the Fund, and that the Board or the Adviser has the right to allocate and reallocate such assets at any time, and from time to time, upon such notice to the Sub-Adviser as may be reasonably necessary, in the view of the Trust and the Adviser, to ensure orderly management of the Fund.
(ii) Assist the Adviser in providing a continuous investment program for the Fund, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund. The Sub-Adviser will assist the Adviser in determining from time to time what securities and other investments will be purchased, retained or sold by the Fund with respect to the Fund. The Sub-Adviser will provide the services rendered by it under this Agreement in accordance with the Fund's investment objective, policies, and restrictions as stated in the Prospectus, Statement of Additional Information, and resolutions of the Board applicable to the Fund;
(b) Transmit trades to the Trust's custodian for proper settlement;
(c) Prepare a quarterly broker security transaction summary and monthly security transaction listing for that portion of the assets of the Fund that may be allocated to the Sub-Adviser pursuant to Section 3(a)(i) above;
(d) Maintain all books and records with respect to the Fund's securities transactions effected by it as required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act; and
(e) Supply the Trust and the Board with reports and statistical data as reasonably requested.
Services of Sub-Adviser. In providing management services to the Fund, the Sub-Adviser will be subject to the investment objectives, policies and restrictions of the Trust as they apply to the Fund and as set forth in the Fund’s then current prospectus (“Prospectus”), statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Trust’s Registration Statement and Form 19b-4 application filed with the SEC, as the same may be periodically amended and provided to the Sub-Adviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, the supervision and control of the Trustees of the Trust (the “Trustees”), and instructions from the Adviser. The Sub-Adviser will not, without the Trust’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies.
Services of Sub-Adviser. Subject to the oversight and supervision of the Adviser, the Sub-Adviser will provide a continuous investment program for the Series, including investment research and day-to-day management with respect to such Series' assets. The Sub-Adviser will provide the services rendered by it under this Agreement in accordance with the investment criteria and policies established from time to time for the Series by the Adviser, the Series' investment objective, policies and restrictions as stated in the Fund's Prospectus and Statement of Additional Information for the Series, as from time to time in effect, and resolutions of the Fund's Board of Directors. The Fund and the Adviser wish to be informed of important developments materially affecting the Series' portfolio and the Sub-Adviser agrees to furnish to the Fund and the Adviser from time to time such information as may be appropriate for this purpose.
Services of Sub-Adviser. The Sub-Adviser shall perform all services ----------------------- necessary for the management of the portfolio investments of each Master Portfolio, including but not limited to:
(a) Managing the investment and reinvestment of all assets, now or hereafter acquired by each Master Portfolio, including determining what securities and other investments are to be purchased or sold for each Master Portfolio and executing transactions accordingly;
(b) Transmitting trades to each Master Portfolio's custodian for settlement in accordance with each Master Portfolio's procedures and as may be directed by the Trust;
(c) Assisting in the preparation of all interestholder communications, including interestholder reports, and participating in interestholder relations;
(d) Making recommendations as to the manner in which voting rights, rights to consent to Master Portfolio action and any other rights pertaining to each Master Portfolio's portfolio securities shall be exercised;
(e) Making recommendations to the Adviser and the Board with respect to Master Portfolio investment policies and procedures, and carrying out such investment policies and procedures as are approved by the Board or by the Adviser under authority delegated by the Board to the Adviser;
(f) Supplying reports, evaluations, analyses, statistical data and information to the Adviser, the Board or to the Master Portfolios' officers and other service providers as the Adviser or the Board may reasonably request from time to time or as may be necessary or appropriate for the operation of the Trust as an open-end investment company or as necessary to comply with Section 3(a) of this Agreement;
(g) Maintaining all required books and records with respect to the investment decisions and securities transactions for each Master Portfolio;
(h) Furnishing any and all other services, subject to review by the Board, that the Adviser from time to time determines to be necessary or useful to perform its obligations under the Investment Advisory Agreement or as the Board may reasonably request from time to time.
Services of Sub-Adviser. The Sub-Adviser shall perform all services necessary for the management of the portfolio investments of the Fund, including but not limited to:
(a) Managing, in its discretion, the investment and reinvestment of all assets, now or hereafter acquired by the Fund, including determining what securities and other investments are to be purchased or sold for the Fund and executing transactions accordingly;
(b) Transmitting trades to the Fund's custodian for settlement in accordance with the Fund's procedures and as may be directed by the Trust;
(c) Assisting in the preparation of all shareholder communications, including shareholder reports, and participating in shareholder relations;
(d) Making determinations as to the manner in which voting rights and/or any other rights pertaining to the Fund's securities holdings shall be exercised; provided, however, that any such determinations shall be subject to any policies, procedures or directives approved by the Board and provided to the Sub-Adviser;
(e) Attending and participating in discussions and meetings with the Adviser with respect to Fund investment policies and procedures, and carrying out such investment policies and procedures as are approved by the Board, or by the Adviser under authority delegated by the Board to the Adviser, and provided to the Sub-Adviser;
(f) Supplying reports, evaluations, analyses, statistical data and information to the Adviser, the Board or to the Fund’s officers and other service providers as the Adviser or the Board may reasonably request from time to time or as may be necessary or appropriate for the operation of the Trust as an open-end investment company or as necessary to comply with Section 3(a) of this Agreement;
(g) Maintaining all required books and records with respect to the investment decisions, proxy voting and securities transactions for the Fund;
(h) Furnishing any and all other services, subject to review by the Board, that the Adviser from time to time determines to be necessary or useful to perform its obligations under the Management Agreement or as the Board may reasonably request from time to time; and
(i) Provide information to the Trust’s Liquidity Program Administrator in support of each Fund’s compliance with Rule 22e-4.
Services of Sub-Adviser. In providing management services to the Fund, the Sub-Adviser will be subject to the investment objectives, policies and restrictions of the Trust as they apply to the Fund and as set forth in the Fund’s then current prospectus (“Prospectus”), statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Trust’s Registration Statement and Form 19b-4 application filed with the SEC, as the same may be periodically amended and provided to the Sub-Adviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, the supervision and control of the Trustees of the Trust (the “Trustees”), and instructions from the Adviser. The Sub-Adviser will not, without the Trust’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. The Sub-Adviser also will assist the Adviser and the Fund with certain operational services for the Fund including, without limitation, the following: (i) the preparation of tax returns; (ii) the preparation and submission of reports to existing shareholders; (iii) the periodic updating of the prospectus and statement of additional information; and (iv) the preparation of reports to be filed with the SEC and other regulatory authorities.
