Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDS (a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Board of Directors of the Fund Company, the Sub-Adviser shall: (i) Determine what securities shall be purchased or sold by each Fund specified on Exhibit A; (ii) Arrange for the purchase and the sale of securities held in each Fund specified on Exhibit A; and (iii) Provide the Adviser and the Directors with such reports as may reasonably be requested in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Company. (b) Any investment purchases or sales made by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) the provisions of the Articles of Incorporation and Bylaws of the Fund Company as amended from time to time; (3) any policies and determinations of the Board of Directors of the Fund Company; and (4) along with any amendments thereto, the fundamental investment policies of the relevant Fund, as reflected in the Fund Company's registration statement under the Act, or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-Adviser. (c) The Sub-Adviser shall give the Fund Company the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of the Sub-Adviser (or any of its officers, directors, general partner(s), agents or employees (each a "Sub-Adviser Affiliate")), neither the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this Agreement. (d) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, the Sub-Adviser expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation to the Fund Company under this Agreement or under the Act. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund Company's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company. (e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, the Sub-Adviser shall follow the principles set forth in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall place, or arrange for the placement of, all orders for purchases, sales or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that which might be charged by another broker or dealer for the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customers. (f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents. (g) The Sub-Adviser shall be responsible for preparing and filing with the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 in connection with equity positions held by each Fund for which the Sub-Adviser has investment or voting discretion.
Appears in 1 contract
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit Athe Trust;
(iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(iiiv) Provide consult with the Adviser and the Directors with such reports as may reasonably be requested Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's its registration statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Sub- Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub- Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To --------------------------------------------------------- Investment of the Assets of the Trust -------------------------------------
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit Athe Trust;
(iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(iiiv) Provide consult with the Adviser and the Directors with such reports as may reasonably be requested Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's its registration statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Sub- Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub- Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (Cascades Trust)
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDS
(a) Adviser With Respect To Investment of the Assets of the Fund Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyFund, the Sub-Adviser shall:
(i) Determine supervise continuously the investment program of the Fund and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit Athe Fund;
(iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Fund; and
(iiiiv) Provide consult with the Adviser and the Directors with such reports as may reasonably be requested Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of the Articles of Incorporation Trust and Bylaws By-Laws of the Fund Company as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyFund; and (45) along with any amendments thereto, the fundamental investment policies of the relevant Fund, as reflected in the Fund Company's its registration statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserFund.
(c) The Sub-Adviser shall give to the Manager and to the Fund Company the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing Except as provided in section 7, nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation corporation, and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company under this Agreement Agreement. The Manager hereby acknowledges that the Sub-Adviser renders investment advisory and managerial services to many different clients and, therefore, may give investment advice and take action with respect to any of its other clients which may differ from the advice given or action taken under this Agreement.
(e) In connection with its duties to arrange for the Actpurchase and sale of the Fund's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Fund to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Fund to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Fund expects that most transactions will be principal transactions at net prices and that the Fund will incur little or no brokerage costs. The Fund understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub- Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a ealer has sold shares of the Fund. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Fund recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Fund and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Fund as are required by applicable law and regulation, and agrees that all records which it maintains for the Fund on behalf of the Manager shall be the property of the Fund and agrees upon reasonable request to provide to the Fund or the Manager copies of any and all records it maintains in accordance with this Agreement.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Fund such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyFund's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent promptly inform the Fund Company in as to any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of Manager, the Securities Exchange Act of 1934 Fund or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Fund for may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Fund's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Sources: Sub Advisory Agreement (Aquila Three Peaks High Income Fund)
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit A;
the Trust; (iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust; (iv) either keep the accounting records of the Trust, including the computation of net asset value per share and the dividends or, at its expense and responsibility, delegate such duties in whole or in part to a company satisfactory to the Trust; and
(iiiv) Provide consult with the Adviser and the Directors with such reports as may reasonably be requested Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's its registration statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Sub- Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub- Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit Athe Trust;
(iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(iiiv) Provide consult with the Adviser and the Directors with such reports as may reasonably be requested Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: :
(1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's registration statement its Registration Statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider whether a dealer has provided research services, as further discussed below. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Sub- Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit A;
the Trust; (iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust; and(iv) Furnish information as to such securities to any provider of fund accounting services to the Trust;
(iiiv) Provide monitor records of the Adviser Trust as to the portfolio, including prices, maintained by such provider of such services; and the Directors with such reports supply, monthly or more frequently as may reasonably be requested necessary, pricing of the Trust's portfolio based on available market quotations using a pricing service or other source of pricing information satisfactory to the Trust.
(vi) consult with the Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's its registration statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Sub- Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub- Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Sources: Sub Advisory Agreement (Churchill Cash Reserves Trust)
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit Athe Trust;
(iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(iiiv) Provide consult with the Adviser and the Directors with such reports as may reasonably be requested Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: :
(1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's registration statement its Registration Statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider (i) whether a dealer has provided research services, as further discussed below. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Duties and Obligations of the Sub. ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDSAdviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Manager and the Board of Directors Trustees of the Fund CompanyTrust, the Sub-Sub- Adviser shall:
(i) Determine supervise continuously the investment program of the Trust and the composition of its portfolio;
(ii) determine what securities shall be purchased or sold by each Fund specified on Exhibit A;
the Trust; (iiiii) Arrange arrange for the purchase and the sale of securities held in each Fund specified on Exhibit Athe portfolio of the Trust; and(iv) Furnish information as to such securities to any provider of fund accounting services to the Trust;
(iiiv) Provide monitor records of the Adviser Trust as to the portfolio, including prices, maintained by such provider of such services; and the Directors with such reports supply, monthly or more frequently as may reasonably be requested necessary, pricing of the Trust's portfolio based on available market quotations using a pricing service or other source of pricing information satisfactory to the Trust.
(vi) consult with the Manager in connection with the discharge of the foregoing responsibilities and the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the Distributor under its Distribution Agreement with the Fund Companyduties hereunder.
(b) Any investment purchases or sales made program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) any other applicable laws, rules and regulations; (3) the provisions Declaration of Trust and By-Laws of the Articles of Incorporation and Bylaws of the Fund Company Trust as amended from time to time; (34) any policies and determinations of the Board of Directors Trustees of the Fund CompanyTrust; and (45) along with any amendments thereto, the fundamental investment policies of the relevant FundTrust, as reflected in the Fund Company's its registration statement under the Act, Act or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and (4) shall have been furnished to the Sub-AdviserTrust.
(c) The Sub-Adviser shall give to the Fund Company Manager and to the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any of its officersother individual, directorsfirm or corporation, general partner(s)if such purchase, agents sale or employees (each a "Sub-Adviser Affiliate"))retention shall have been made and such other individual, neither firm or corporation shall have been selected in good faith by the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the Fund Company or to any shareholder of the Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any liability arising from their conduct under this Agreement to the extent permitted by the Fund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this AgreementAdviser.
(d) Nothing in this Agreement shall prevent the Sub-Sub- Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, provided, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, that the Sub-Adviser expressly represents that that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation obligations to the Fund Company Trust under this Agreement Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or under purchasing principal or market maker without incurring brokerage commissions unless the ActSub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Adviser or its other clients.
(f) The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or the Manager upon request.
(g) The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund CompanyTrust's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed promptly inform the Trust as to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, information concerning the Sub-Adviser shall follow the principles set forth appropriate for inclusion in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall placeRegistration Statement, or arrange for the placement of, all orders for purchases, sales as to any transaction or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that proposed transaction which might be charged by another broker or dealer for result in an assignment (as defined in the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(aAct) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customersthis Agreement.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any of the Funds shall be exercised; provided that the Sub-Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any such voting rights or consents.
(gi) The Sub-Adviser shall not be responsible liable for preparing and filing with any error in judgment or for any loss suffered by the SEC all reports on Schedule 13F required under Section 13(f) of the Securities Exchange Act of 1934 Trust or its security holders in connection with equity positions held the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by each Fund for it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser has investment or voting discretionthe benefits of such indemnification.
Appears in 1 contract
Sources: Sub Advisory Agreement (Churchill Cash Reserves Trust)