Appointment of Sub. Adviser The Adviser hereby appoints the Sub-Adviser to act as an investment sub-adviser to the Fund, subject to the supervision and oversight of the Adviser and the Board of Trustees (the "Board") of the Company for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein specified in Schedule A. (a) Subject to the direction, supervision and control of the Adviser and the Board and consistent with its fiduciary duties to each Fund, the Sub-Adviser will manage the investment operations and determine the composition of the portfolio of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with the terms of this Agreement, the Fund's investment objective and policies, the Fund's then-current Prospectus and Statement of Additional Information contained in the Company's Registration Statement on Form N-1A (the "Prospectus and SAI"), as they may be amended or supplemented from time to time. As part of the services it will provide hereunder, the Sub-Adviser will: (i) designate the identity and weighting of the securities (and amount of cash, if any) to be accepted in exchange for creation units of a Fund or that will be applicable that day to redemption requests received by a Fund; (ii) provide supervision of each Fund's investments and determine from time to time what investments or securities will be purchased, retained or sold by the Funds and what portion, if any, of the assets of each Fund will be held uninvested; (iii) maintain books and records with respect to the each Fund's securities transactions and keep the Board and the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and the Sub- Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the foregoing; (iv) in accordance with procedures and methods established by the Board, which may be amended from time to time (the "Valuation Procedures"), and in conjunction with the Adviser, Sub-Adviser will promptly notify the Adviser and the Company's fund accounting agent if they become aware of an event that could affect the pricing of all or any portion of a Fund's portfolio. The Sub-Adviser will also provide assistance, at the request of the appropriate party and pursuant to the Valuation Procedures, in determining the fair value, from time to time, of a specific security or other investment/asset in each Fund for which market prices are not readily available, it being understood that the Sub-Adviser will not be solely responsible for determining the value of any such security; (v) provide any and all material performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser's prior performance in the Company's Prospectus and SAI and any permissible reports and materials prepared by the Fund or its agent; and (vi) cooperate with and provide reasonable assistance to the Adviser, the Company's administrator, the Company's custodian and foreign custodians, the Company's transfer agent and pricing agents and all other agents and representatives of the Company and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (b) In furnishing services hereunder, the Sub- Adviser will be subject to, and will perform its responsibilities in accordance with the following: (i) the Company's Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Declaration of Trust"); (ii) the By-Laws of the Company, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and SAI of the Company filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended, and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Company; (vi) the Company's policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Manual") and other policies and procedures adopted from time to time by the Board of the Company; and (vii) the written instructions of the Adviser. Upon request from the Sub-Adviser, the Adviser will provide the Sub-Adviser with current copies of the Declaration of Trust, By-Laws, Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Company, Compliance Manual and other relevant policies and procedures that are adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents. (c) The Sub-Adviser, at its expense, will furnish (i) all necessary facilities and personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) furnish administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub- Adviser's duties under this Agreement. (d) The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser, (ii) as described in the applicable Fund's Prospectus and SAI, and (iii) in accordance with applicable federal and state laws and regulations. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or its nominees, the Sub-Adviser will use its best efforts to seek to obtain for the Fund "best execution", considering all of the circumstances, and will maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the 1940 Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the Company and the Fund. (e) The Sub-Adviser may, in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), participate in bundled brokerage and commission sharing arrangements, and receive eligible brokerage products and services from participating brokers. In all such cases, the Sub-Adviser shall (i) determine that the brokerage product or service provides lawful and appropriate assistance in the execution of securities transactions, and (ii) make a good faith determination that the amount of commissions paid is reasonable in relation to the brokerage products or services provided. The Sub-Adviser is not authorized to obtain third party fundamental research materials with client commissions and shall not do so. (f) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Sub-Adviser and its affiliates, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. 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 which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub- Adviser will carry out its duties hereunder together with its duties under such relationships. (g) The Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and Advisers Act and the rules thereunder and will file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein. (h) The Sub-Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interest of the Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Company's then-current proxy voting policies, converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization. Unless the Adviser or the Board gives written instructions to the contrary, the Sub- Adviser will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested in accordance with the Sub-Adviser's proxy voting guidelines, a copy of which has been provided to the Adviser.
Appears in 2 contracts
Sources: Sub Advisory Agreement (DBX ETF Trust), Sub Advisory Agreement (DBX ETF Trust)
Appointment of Sub. Adviser The Adviser hereby appoints the Sub-Adviser to act as an investment sub-adviser to the Fund, subject to the supervision and oversight of the Adviser and the Board of Trustees (the "Board") of the Company for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein specified in Schedule A.
(a) Subject to the direction, supervision and control of the Adviser and the Board and consistent with its fiduciary duties to each Fund, the Sub-Adviser will manage the investment operations and determine the composition of the portfolio of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with the terms of this Agreement, the Fund's investment objective and policies, the Fund's then-current Prospectus and Statement of Additional Information contained in the Company's Registration Statement on Form N-1A (the "Prospectus and SAI"), as they may be amended or supplemented from time to time. As part of the services it will provide hereunder, the Sub-Adviser will: (i) designate the identity and weighting of the securities (and amount of cash, if any) to be accepted in exchange for creation units of a Fund or that will be applicable that day to redemption requests received by a Fund; (ii) provide supervision of each Fund's investments and determine from time to time what investments or securities will be purchased, retained or sold by the Funds and what portion, if any, of the assets of each Fund will be held uninvested; (iii) maintain books and records with respect to the each Fund's securities transactions and keep the Board and the Adviser fully informed in writing on an ongoing basis as agreed by the Adviser and the Sub- Adviser of all material facts concerning the investment and reinvestment of the assets in the Funds, the Sub-Adviser and its key investment personnel and operations providing services with respect to the Fund; make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Adviser or the Board, and the Sub-Adviser will attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the foregoing; (iv) in accordance with procedures and methods established by the Board, which may be amended from time to time (the "Valuation Procedures"), and in conjunction with the Adviser, Sub-Adviser will promptly notify the Adviser and the Company's fund accounting agent if they become aware of an event that could affect the pricing of all or any portion of a Fund's portfolio. The Sub-Adviser will also provide assistance, at the request of the appropriate party and pursuant to the Valuation Procedures, in determining the fair value, from time to time, of a specific security or other investment/asset in each Fund for which market prices are not readily available, it being understood that the Sub-Adviser will not be solely responsible for determining the value of any such security; (v) provide any and all material performance information, records and supporting documentation about accounts the Sub-Adviser manages, if appropriate, which are relevant to the Fund and that have investment objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser in managing the Fund that may be reasonably necessary, under applicable laws, to allow the Fund or its agent to present information concerning the Sub-Adviser's prior performance in the Company's Prospectus and SAI and any permissible reports and materials prepared by the Fund or its agent; and (vi) cooperate with and provide reasonable assistance to the Adviser, the Company's administrator, the Company's custodian and foreign custodians, the Company's transfer agent and pricing agents and all other agents and representatives of the Company and the Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.
(b) In furnishing services hereunder, the Sub- Sub-Adviser will be subject to, and will perform its responsibilities in accordance with the following: (i) the Company's Agreement and Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Declaration of Trust"); (ii) the By-Laws of the Company, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and SAI of the Company filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented; (iv) the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended, and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund(s); (v) any order or no-no- action letter of the SEC governing the operation of the Company; (vi) the Company's policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act (the "Compliance Manual") and other policies and procedures adopted from time to time by the Board of the Company; and (vii) the written instructions of the Adviser. Upon request from the Sub-Adviser, the Adviser will provide the Sub-Adviser with current copies of the Declaration of Trust, By-Laws, Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Company, Compliance Manual and other relevant policies and procedures that are adopted by the Board. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-above- mentioned documents.
(c) The Sub-Adviser, at its expense, will furnish (i) all necessary facilities and personnel, including salaries, expenses and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) furnish administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub- Adviser's duties under this Agreement.
(d) The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board or the Adviser from time to time and which have been provided to the Sub-Adviser, (ii) as described in the applicable Fund's Prospectus and SAI, and (iii) in accordance with applicable federal and state laws and regulations. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or its nominees, the Sub-Adviser will use its best efforts to seek to obtain for the Fund "best execution", considering all of the circumstances, and will maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the 1940 Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the Company and the Fund.
(e) The Sub-Adviser may, in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), participate in bundled brokerage and commission sharing arrangements, and receive eligible brokerage products and services from participating brokers. In all such cases, the Sub-Adviser shall (i) determine that the brokerage product or service provides lawful and appropriate assistance in the execution of securities transactions, and (ii) make a good faith determination that the amount of commissions paid is reasonable in relation to the brokerage products or services provided. The Sub-Adviser is not authorized to obtain third party fundamental research materials with client commissions and shall not do so.
(f) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Sub-Adviser and its affiliates, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. 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 which the Sub-Sub- Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub- Sub-Adviser will carry out its duties hereunder together with its duties under such relationships.
(g) The Sub-Adviser will maintain and preserve all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and Advisers Act and the rules thereunder and will file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein.
(h) The Sub-Adviser will, unless and until otherwise directed by the Adviser or the Board and consistent with seeking the best interest of the Fund, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Company's then-current proxy voting policies, converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization. Unless the Adviser or the Board gives written instructions to the contrary, the Sub- Adviser will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested in accordance with the Sub-Adviser's proxy voting guidelines, a copy of which has been provided to the Adviser.
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