Underlying Manager definition
Examples of Underlying Manager in a sentence
Adviser or Sub-Adviser will provide Underlying Manager with copies of the Fund’s Articles of Incorporation, By-laws, prospectus, and Statement of Additional Information and any amendment thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Underlying Manager’s performance under this Agreement; provided, however, that no changes or modifications to the foregoing shall be binding on Underlying Manager until it is notified thereof.
Notwithstanding the foregoing, Underlying Manager may disclose (i) the investment performance of the Portfolio Segment to Fund officers and directors and other service providers of the Fund, and (ii) any investment performance that is public information to any person.
Termination of this Agreement shall not affect the right of Underlying Manager to receive payments of any unpaid balance of the compensation described in Section 4 earned prior to such termination.
Subject always to the supervision of the Fund’s Board of Directors, Adviser and Sub-Adviser, Underlying Manager will furnish an investment program in respect of, and make investment decisions for, such portion of the assets of the Portfolio as Adviser shall from time to time designate (the “Portfolio Segment”) and place all orders for the purchase and sale of securities on behalf of the Portfolio Segment.
To assure fair treatment of the Portfolio Segment and all other clients of Underlying Manager in situations in which two or more clients’ accounts participate simultaneously in a buy or sell program involving the same security, such transactions will be allocated among the Portfolio Segment and other clients in a manner deemed equitable by Underlying Manager.
Subject to the requirements of applicable law and any procedures adopted by the Fund’s Board of Directors, Underlying Manager or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Portfolio or the Fund for such services in addition to Underlying Manager’s fees for services under this Agreement.
Underlying Manager may, however, disclose that Adviser, the Fund and the Portfolio are its clients; provided, however, that Underlying Manager will not advertise or market the relationship with Adviser or the Fund or issue press reliances regarding such relationship without the express written consent of Adviser.
Adviser understands and has advised the Fund’s Board of Directors that Underlying Manager may act as an investment adviser or sub-investment adviser to other investment companies and other advisory clients.
For the services provided and the expenses assumed under this Agreement, Sub-Adviser will pay Underlying Manager, and Underlying Manager agrees to accept as full compensation therefor, a sub-advisory fee computed and paid as set forth in Exhibit 1 - Fee Schedule.
Underlying Manager will maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Portfolio Segment’s investments that are required to be maintained by the Fund pursuant to the requirements of paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act.