Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following: (a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund. (d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions. (e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder. (f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. (g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser. (h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund. (i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 4 contracts
Sources: Investment Sub Advisory Agreement (Deutsche Global/International Fund, Inc.), Investment Sub Advisory Agreement (Deutsche Global/International Fund, Inc.), Investment Sub Advisory Agreement (Deutsche International Fund, Inc.)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub Adviser to supervision act as investment adviser to the Company and oversight by to furnish the Adviser and the Fund’s Board of Directorsinvestment advisory services described below, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingbroad supervision of INVESCO and Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub Adviser hereby agrees to manage the investment operations of the Fund, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub Adviser agrees to perform the following services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long range investment policy now or through only those hereafter generally available to investment advisory customers of the Sub Adviser;
(e) to determine what portion of the Fund should be invested in the various types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Fund's portfolio securities shall be exercised. With respect to execution of transactions for the Fund, the Sub Adviser is authorized to employ such brokers or dealers that appear on a list of brokers and dealers approved by as may, in the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out Sub Adviser's best judgment, implement the policy with respect of the Fund to brokerage set forth in obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission to be paid therefor, the Sub Adviser is authorized to consider the full range and quality of a broker's services which benefit the Fund’s registration statement , including but not limited to research and analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services prepared and furnished by brokers through which the Prospectus or as the Board of Directors or the Sub Adviser may direct from time to time, in conformity with federal effects securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best executionmay be used by the Sub Adviser in servicing all of its accounts, and not all such services may be used by the Sub Adviser in connection with the Fund. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth selection of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess execution of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only ifany negotiated transaction, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Sub Adviser shall not be responsible have no duty or obligation to seek advance competitive bidding for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In negotiated commission rate for such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by or to select any broker solely on the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with basis of its fiduciary obligations to the Fund and to purported or "posted" commission rate for such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser maytransaction, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Sub Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, reliability and other relevant factors in addition to the cost of execution, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Sub Adviser shall additionally provide have the Fund’s Accountant with a trade log with burden of demonstrating that such expenditures were bona fide and for the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements benefit of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser may recommend transactions in which it has directly or the Corporation may reasonably request indirectly a material interest, in connection with the filings of Form N-CSR unregulated collective investment schemes including any operated or Form N-Q (or any similar form) advised by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the Securities and Investments Board. Both parties acknowledge that the advice given under this Agreement may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, unfavorable as well as favorable on the samegain or loss experienced on an investment. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 4 contracts
Sources: Sub Advisory Agreement (Invesco International Funds Inc), Sub Advisory Agreement (Invesco International Funds Inc), Sub Advisory Agreement (Invesco International Funds Inc)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub Adviser to supervision act as investment adviser to the Company and oversight by to furnish the Adviser and the Fund’s Board of Directorsinvestment advisory services described below, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingbroad supervision of INVESCO and Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub Adviser agrees to perform the following services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, to time.execute all purchases and sales of portfolio securities and to vote all proxies of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long range investment policy now or through only those hereafter generally available to investment advisory customers of the Sub Adviser;
(e) to determine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Funds' portfolio securities shall be exercised. With respect to execution of transactions for the Funds, the Sub Adviser is authorized to employ such brokers or dealers that appear on a list of brokers and dealers approved by as may, in the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out Sub Adviser's best judgment, implement the policy with respect of the Funds to brokerage set forth in obtain prompt and reliable execution at the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities lawsmost favorable price obtainable. In executing portfolio transactions and selecting brokers assigning an execution or dealersnegotiating the commission to be paid therefor, the Sub-Sub Adviser will use its best efforts is authorized to obtain consider the full range and quality of a broker's services which benefit the Funds, including but not limited to research and analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services prepared and furnished by brokers through which the Sub Adviser effects securities transactions on behalf of the Fund best executionFunds may be used by the Sub Adviser in servicing all of its accounts, and not all such services may be used by the Sub Adviser in connection with the Funds. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth selection of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess execution of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only ifany negotiated transaction, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Sub Adviser shall not be responsible have no duty or obligation to seek advance competitive bidding for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In negotiated commission rate for such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by or to select any broker solely on the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with basis of its fiduciary obligations to the Fund and to purported or "posted" commission rate for such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser maytransaction, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Sub Adviser shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may also retain a copy be purchased or sold. Where the commission rate reflects services, reliability and other relevant factors in addition to the cost of execution, the Sub Adviser shall have the burden of demonstrating that such recordsexpenditures were bona fide and for the benefit of the Funds. The Sub-Adviser agrees to permit the Advisermay recommend transactions in which it has directly or indirectly a material interest, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, in unregulated collective investment schemes including any operated or advised by the Sub-Adviser shall preserve for or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the periods prescribed by Rule 31a-2 under the 1940 Act, Securities and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, Investments Board. Both parties acknowledge that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities advice given under this Agreement including all means for may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, unfavorable as well as favorable on the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors gain or loss experienced on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditionsan investment. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 4 contracts
Sources: Sub Advisory Agreement (Invesco Stock Funds Inc), Sub Advisory Agreement (Invesco Specialty Funds Inc), Sub Advisory Agreement (Invesco Stock Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except . Specific instructions given by the Adviser in relation to the extent permitted by execution of orders (including in respect of the certain exemptive rules under the 1940 Act that permit certain transactions with selection of a sub-adviser broker or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, counterparty) may prevent the Sub-Adviser may receive non-monetary benefits from brokers and third parties following its best execution policy in connection with trading transactions. It will use those benefits relation to such orders in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared elements of execution covered by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fundinstructions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(ih) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 4 contracts
Sources: Sub Advisory Agreement (Deutsche Market Trust), Sub Advisory Agreement (Deutsche Variable Series Ii), Sub Advisory Agreement (Deutsche Variable Series Ii)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees of the Trust (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively and respectively as the “Prospectus” and the “Statement of Additional Information” (and together, the “Registration Statement”)), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (Statement of Additional Information, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of all applicable exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Funds’ Prospectus and the Prospectus Statement of Additional Information or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request Adviser); provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance of any reports addition to the Funds and, to the extent it is consistent with applicable law and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the FundAdviser’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunderfiduciary obligations, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide give advice and take certain actions action with respect to any of those other clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice given or the timing or nature of actions action taken with respect to the for a particular Fund. Furthermore, the .
(g) The Sub-Adviser shall have no obligation to recommend promptly notify the purchase or sale Adviser and the Trust of any asset on behalf of the Fund financial condition that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the The Sub-Adviser shall not be responsible for exercising reviewing proxy solicitation materials and voting and handling proxies.The Sub-Adviser will have no obligation to advise, initiate or take any voting rights other action on behalf of the Adviser, the Funds or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will notify the Adviser, the Funds or the Trust’s custodian of class action settlements or bankruptcies relating to the Assets.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Assets of the FundFunds. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of the Fund or Funds other than the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundwhich it sub-advises.
(ij) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures the Funds as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy the Fund and to such situationother clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to the Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser’s ability to provide services to the Funds and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser or the Trust, the Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in accordance with a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such policies security.
(m) The Adviser may add or withdraw Assets from the Sub-Adviser on written notice (including e-mail) to the Sub-Adviser. Any such notice shall set forth the amount of the increase or withdrawal, or identify the specific Assets to be added or withdrawn, the date on which such increase or withdrawal shall become effective, and procedures as such other information deemed necessary or appropriate by the Parties may agree from time to timeAdviser.
Appears in 3 contracts
Sources: Investment Sub Advisory Agreement (RBB Fund Trust), Investment Sub Advisory Agreement (RBB Fund Trust), Investment Sub Advisory Agreement (RBB Fund Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall shall, subject to Section 2 hereof, manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including by recommending the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, except as set forth in the written instructions and directions of the Adviser, as currently in effect and as amended or supplemented from time to time and, in each case, as previously provided to Sub-Adviser (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, recommend from time to timetime what Assets should be purchased, retained or sold by the Fund.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall shall, solely with respect to the Assets, act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust (in each case, as previously provided to Sub-Adviser) and will conform to and comply with the requirements of the 1940 Act, Act and Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that .
(c) the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of maintain all books and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates records with respect to transactions in securities or other assets concerning involving the Fund or another Sub-Advised Fund, except to the extent permitted Assets required by the certain exemptive rules subparagraphs (b)(10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesAct. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser its services under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of a Fund required by Rule 31a-1 under law applicable the 1940 Act to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECextent applicable. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Adviser).
(d) The Assets of the Fund shall be held by the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordscustodian. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any at no time have custody or physical control of its responsibilities under this Agreement including all means for the effecting of securities transactionsAssets.
(e) The Sub-Adviser will make its officers To the extent called for by the Trust’s Compliance Policies and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In additionProcedures, the Sub-Adviser shall, or as reasonably requested by the Adviser, for itself and on behalf of the a Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice the Fund with information and assistance guidance regarding the Assets to reasonably assist the Fund in determining the appropriate valuation of such Assets; provided that the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus acknowledges and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to agrees that the Sub-Adviser of providing advisory services hereunderis not a valuation agent.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of investment management services provided by the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may shall be free to render investment advice, management and other similar services to other investment companies and clients. others, as long as such services do not materially impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is reasonably likely to clients other than the Fund or for materially impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance In performance of doubtits duties and obligations under this Agreement, the Sub-Adviser shall not be responsible for exercising consult with any voting rights relating other sub-adviser to any a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of the Assets of the a Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAssets.
(i) To The Sub-Adviser shall provide to the extent Adviser or the Board of Trustees such periodic and special reports, financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser has retained any portfolio management or the Trust obtains from the SEC.
(j) The Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and trade execution duties set forth herein on behalf of handling proxies in relation to the securities held as Assets in a Fund, . If the Sub-Adviser agrees receives a misdirected proxy, it shall promptly forward such misdirected proxy to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Adviser.
(k) The Sub-Adviser set forth in section 1 are performed by shall not be required to render any legal advice or initiate litigation with respect to the Assets including, but not limited to, class action and bankruptcy claims. Notwithstanding the foregoing, Sub-Adviser agrees that, upon reasonable request of the Adviser, the Sub-Adviser will be deemed provide such information and documentation that the Adviser deems relevant with respect to have satisfied legal matters or litigation pertaining to such duties hereunderAssets, including but not limited to class action and bankruptcy claims. In To the event of a potential conflict or disagreementextent permitted by law, the parties agree services to work together to remedy such situation. The be furnished by the Sub-Adviser shall also provide other trade related services for under this Agreement may be furnished through the Assets in accordance with medium of any of the Sub-Adviser’s partners, officers, employees or control affiliates; provided, however, that the use of such policies and procedures as mediums does not relieve the Parties may agree Sub-Adviser from time to timeany obligation or duty under this Agreement.
Appears in 3 contracts
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust), Investment Sub Advisory Agreement (SEI Catholic Values Trust), Investment Sub Advisory Agreement (New Covenant Funds)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under shall, subject to subparagraph (b) of this agreement in accordance with such policies and procedures as the Parties may agree Section 1, determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and Declaration of Trust (as defined herein), as may be modified, amended or supplemented from time to time, the Prospectus (By-Laws of the “Operating Documents” and attached hereto Trust, as Appendix B) which have been put into effect in conformity by and with may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and the Trust’s policies and procedures and will conform to and comply in all material respects with the requirements of the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”)) and as applicable, and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however.
(c) Unless responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the Adviser to another sub-adviser, that the Sub-Adviser shall be under no obligation to comply will place such orders with any amendment and/or supplement to the Prospectus until or through such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided persons, brokers or dealers chosen by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. laws and subject to the following:
(i) In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. .
(ii) In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund.
(iii) The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by Act.
(or pursuant to procedures ofiv) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when When the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund Funds as well as other clients of the Sub-Adviser, the Sub-AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall be under no obligation to, aggregate the order for securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionpurchased. In such event, allocation of the Sub-Adviser will allocate securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner the Sub-Adviser reasonably considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The clients under the circumstances.
(v) To the extent the Adviser acknowledges that each individual aggregated transaction may work or another sub-adviser is responsible for placing orders with respect to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeFunds’ portfolio transactions, the Sub-Adviser may effectuate cross transactions between shall provide to the Fund and Adviser or such other account if it deems this sub-adviser such information concerning the securities or other assets to be advantageous to both purchased or sold on behalf of the accounts involvedFunds reasonably necessary to execute the transactions, including the identity of such security or asset, the number of shares or principal amount to be purchased or sold, and the timing of and restrictions, if any, on the purchase or sale (e.g., a market order versus a limit order).
(vi) As of the date of this Agreement, the Adviser has entered into a sub-advisory agreement with another sub-adviser pursuant to which that sub-adviser shall be responsible for placing orders with respect to the Funds’ portfolio transactions. Notwithstanding During the foregoingterm of that sub-advisory agreement and, unless and until the Sub-Adviser agrees to assume responsibility for the placement of orders with respect to the Funds’ portfolio transactions, the Sub-Adviser agrees that the Adviser shall have no responsibility or liability for such services, other than the right responsibility to provide the information required by written notice to identify securities that may not be purchased on behalf subparagraph (c)(v) of the Fundthis Section 1.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of any reports and documents those other clients which are necessary to comply with may differ from the legal requirements advice given or the timing or nature of the action taken for a particular Fund. .
(g) The Sub-Adviser shall provide such promptly notify the Adviser of any financial condition that is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-certifications as officers of adviser, the Sub-Adviser shall, unless and until otherwise directed by the Adviser or the Corporation may reasonably request in connection Board and consistent with the filings best interests of Form N-CSR or Form N-Q each Fund, be responsible for exercising (or any similar formnot exercising in its discretion) all rights of security holders with respect to securities held by the each Fund. The parties to , including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities.
(i) In performance of its duties and obligations under this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the sameFunds and subparagraph (c)(v) of this Section 1. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(gj) In The Sub-Adviser shall maintain books and records with respect to the performance of its duties hereunder, Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services with respect to act on behalf ofthe Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief that the Fund, the Corporation Adviser or the Trust obtains from the SEC.
(k) The Sub-Adviser shall, in accordance with procedures and methods established by the Board, which may be amended from time to time, and in conjunction with the Adviser. If any occasion should arise , promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares of the Fund, Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 3 contracts
Sources: Sub Advisory Agreement (Exchange Traded Concepts Trust), Interim Sub Advisory Agreement (Exchange Traded Concepts Trust), Sub Advisory Agreement (Exchange Traded Concepts Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Directors that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (DWS International Fund, Inc.), Sub Advisory Agreement (Deutsche International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under shall, subject to subparagraph (b) of this agreement in accordance with such policies and procedures as the Parties may agree Section 1, determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and Declaration of Trust (as defined herein), as may be modified, amended or supplemented from time to time, the Prospectus (By-Laws of the “Operating Documents” and attached hereto Trust, as Appendix B) which have been put into effect in conformity by and with may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and the Trust’s policies and procedures and will conform to and comply in all material respects with the requirements of the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”)) and as applicable, and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however.
(c) Unless responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the Adviser to another sub-adviser, that the Sub-Adviser shall be under no obligation to comply will place such orders with any amendment and/or supplement to the Prospectus until or through such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided persons, brokers or dealers chosen by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. laws and subject to the following:
(i) In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. .
(ii) In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund.
(iii) The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers, including brokers and dealers that are affiliated with the Adviser, Sub-Adviser, the Trust’s principal underwriter, or other Trust service providers, if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by Act.
(or pursuant to procedures ofiv) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when When the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund Funds as well as other clients of the Sub-Adviser, the Sub-AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall be under no obligation to, aggregate the order for securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionpurchased. In such event, allocation of the Sub-Adviser will allocate securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner the Sub-Adviser reasonably considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The clients under the circumstances.
(v) To the extent the Adviser acknowledges that each individual aggregated transaction may work or another sub-adviser is responsible for placing orders with respect to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeFunds’ portfolio transactions, the Sub-Adviser may effectuate cross transactions between shall provide to the Fund and Adviser or such other account if it deems this sub-adviser such information concerning the securities or other assets to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased or sold on behalf of the FundFunds reasonably necessary to execute the transactions, including the identity of such security or asset, the number of shares or principal amount to be purchased or sold, and the timing of and restrictions, if any, on the purchase or sale (e.g., a market order versus a limit order).
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of any reports and documents those other clients which are necessary to comply with may differ from the legal requirements advice given or the timing or nature of the action taken for a particular Fund. .
(g) The Sub-Adviser shall provide such promptly notify the Adviser of any financial condition that is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-certifications as officers of adviser, the Sub-Adviser shall, unless and until otherwise directed by the Adviser or the Corporation may reasonably request in connection Board and consistent with the filings best interests of Form N-CSR or Form N-Q each Fund, be responsible for exercising (or any similar formnot exercising in its discretion) all rights of security holders with respect to securities held by the each Fund. The parties to , including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities.
(i) In performance of its duties and obligations under this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the sameFunds and subparagraph (c)(v) of this Section 1. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(gj) In The Sub-Adviser shall maintain books and records with respect to the performance of its duties hereunder, Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services with respect to act on behalf ofthe Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief that the Fund, the Corporation Adviser or the Trust obtains from the SEC.
(k) The Sub-Adviser shall, in accordance with procedures and methods established by the Board, which may be amended from time to time, and in conjunction with the Adviser. If any occasion should arise , promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares of the Fund, Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Interim Sub Advisory Agreement (Exchange Traded Concepts Trust II), Sub Advisory Agreement (Exchange Traded Concepts Trust II)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the FundTrust’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, Sub-Adviser shall manage all will provide overall portfolio management services to the Fund through the coordination of the securities investment and other reinvestment of the assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition determination of the Assets, composition of the assets of the Fund in accordance with the Fund’s Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act manage the Assets of each Fund in conformity with (i) such Fund’s Prospectus and Statement of Additional Information, (ii) the Corporation’s constituent documents terms and conditions of exemptive and no-action relief granted to the Prospectus Trust or Adviser as amended from time to time, (iii) the “Operating Documents” relevant policies and attached hereto as Appendix Bprocedures of the Trust governing the management of the Assets, and (iv) which have been put into effect in conformity by and with the reasonable written instructions and directions of the Adviser and of the Board of Directors of (collectively, the Corporation “Fund Materials”) provided that such Fund materials have been provided to the Sub-Adviser and will conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other requirements of applicable federal and state securities laws and regulations.
(b) All directions, as each is amended orders or instructions for the purchase or sale of securities or instruments (a “Transaction”) will be transmitted from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until Adviser or other sub-adviser (a “Trading Sub-Adviser”), as determined by the Adviser, for execution of such time Transaction using the brokers or other parties as selected by the Adviser or Trading Sub-Adviser. The transmission of a Transaction from the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that Adviser will be made using such amendment and/or supplement relates to security protocols and in the services provided manner prescribed by the Adviser. The Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act retains all responsibility for such recommendations or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementdirections made.
(c) The Sub-Adviser shall determine the Assets will furnish to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available the Trust, from time to time and as the Sub-Adviser may request, reports and other data or information on Transactions and reports and other data or information on the Fund’s assets, all in such detail and in such frequency as may be reasonably requested from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) provide the Adviser and the Board of Directors. The Adviser Trust, upon the Adviser’s or its affiliates maythe Trust’s request, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) with economic and investment analysis and reports or other registered investment companies (services normally available to institutional or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account will make available its officers and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject employees to applicable legal and regulatory requirements, and in compliance meet with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have and the right by written notice Trust’s Board of Trustees to identify securities that may not be purchased on behalf review the investments of the Fund, on a quarterly basis, or upon due notice, at a time requested by the Adviser or the Trust’s Board of Trustees.
(d) The Sub-Adviser shall keep agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “1933 Act”), the Exchange Act, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Prospectus, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser informed and provided to the Sub-Adviser. In selecting each Fund’s portfolio securities and performing the Sub-Adviser’s obligations hereunder, the Sub-Adviser shall cause each Fund to comply with the diversification and source of developments materially affecting income requirements of Subchapter M of the FundCode, for qualification as a regulated investment company if the Fund has elected to be treated as a regulated investment company under the Code. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board or the Adviser shall limit the Sub-Adviser’s full responsibility for any of the foregoing.
(e) The Sub-Adviser shall provide the Adviser with such information upon request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust designated by the Trust.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for a particular Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably and foreseeably likely to materially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation, class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings (“Legal Matters”). The Sub-Adviser does, however, agree that it will promptly notify the Adviser of any Legal Matters that Sub-Adviser reasonably believes the Fund and the Adviser should consider pursuing. The Sub-Adviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund or the Adviser may reasonably request. To the extent that the Sub-Adviser is required to take part in any Legal Matter, whether by producing documents, testifying as a witness or otherwise, the Sub-Adviser shall be reimbursed by the Adviser for reasonable legal costs and expenses in connection with such participation. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds.
(i) The Sub-Adviser shall maintain the applicable books and records with respect to the Funds related to its duties and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board of Directors such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as provided for in Appendix A to this Agreement. The Sub-the Adviser shall keep or Board may reasonably request and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by will attend meetings with the Adviser or and/or the Fund under law applicable Board, as reasonably requested, to discuss the Adviser or foregoing. Upon the Fund. The request of the Adviser, the Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC.
(j) The fair valuation of securities in a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser agrees that it will provide copies assistance in determining the fair value of such records the Assets, as necessary and reasonably requested by the Adviser or its agent, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser if market prices are not readily available, it maintains pursuant to this Agreement upon the Fund’s request; provided, however, being understood that the Sub-Adviser may also retain a copy will not be responsible for determining the value of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionssecurity.
(ek) The Sub-Adviser will make its officers promptly inform and employees available forward to meet with the officers of the Adviser any and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the all information received by Sub-Adviser shallrelating to any class action or other litigation, as reasonably requested by the Adviserany bankruptcy matters, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in any other legal proceedings involving the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunderportfolio investments.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Elevation Series Trust), Investment Sub Advisory Agreement (Elevation Series Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Fund's investment policies as set forth in the Company's Registration Statement, as from time to time amended, under the Investment Company Act of its duties and obligations under this Agreement1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide may follow a policy of considering sales of shares of the Fund as a factor in the selection of broker/dealers to execute portfolio transactions, subject to the Adviser requirements of best execution discussed above. In the selection of a broker or dealer for execution of any negotiated transaction, the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain have no duty or obligation to seek advance competitive bidding for the books and records relating most favorable negotiated commission rate for such transaction, or to select any broker solely on the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about basis of its purported or "posted" commission rate for such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Invesco Variable Investment Funds Inc), Sub Advisory Agreement (Invesco Variable Investment Funds Inc)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub- Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Fund's portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in servicing all of its accounts, and not all such services may be used by the manner Sub- Adviser in connection with the Sub-Adviser considers to be Funds. In the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage selection of a broker or disadvantage of the Fund. The Adviser consents that the best execution principles may provide dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the Fund’s independent registered public accounting firm apparent knowledge or familiarity with sources from or to inspect whom such securities may be purchased or sold. Where the commission rate reflects services, reliability and audit such records pertaining other relevant factors in addition to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration cost of this Agreementexecution, the Sub-Adviser shall preserve have the burden of demonstrating that such expenditures were bona fide and for the periods prescribed by Rule 31a-2 under benefit of the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsFunds. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materialsmay recommend transactions in which it has directly or indirectly a material interest, records, documents and data relating to in unregulated collective investment schemes including any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, operated or advised by the Sub-Adviser shall, as reasonably requested or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the AdviserSecurities and Investments Board. Both parties acknowledge that the advice given under this Agreement may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, for itself and unfavorable as well as favorable on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and gain or loss experienced on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably requestan investment. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Invesco Specialty Funds Inc), Sub Advisory Agreement (Invesco Specialty Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under shall, subject to subparagraph (b) of this agreement in accordance with such policies and procedures as the Parties may agree Section 1, determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and Declaration of Trust (as defined herein), as may be modified, amended or supplemented from time to time, the Prospectus (By-Laws of the “Operating Documents” and attached hereto Trust, as Appendix B) which have been put into effect in conformity by and with may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and the Trust’s policies and procedures and will conform to and comply in all material respects with the requirements of the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), ) and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however.
(c) Unless responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the Adviser to another sub-adviser, that the Sub-Adviser shall be under no obligation to comply will place such orders with any amendment and/or supplement to the Prospectus until or through such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided persons, brokers or dealers chosen by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. laws and subject to the following:
(i) In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. .
(ii) In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund a Fund, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund.
(iii) The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by Act.
(or pursuant to procedures ofiv) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when When the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Sub-Adviser, the Sub-AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall be under no obligation to, aggregate the order for securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionpurchased. In such event, allocation of the Sub-Adviser will allocate securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner the Sub-Adviser reasonably considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The clients under the circumstances.
(v) To the extent the Adviser acknowledges that each individual aggregated transaction may work or another sub-adviser is responsible for placing orders with respect to the advantage or disadvantage of the a Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time’s portfolio transactions, the Sub-Adviser may effectuate cross transactions between shall provide to the Adviser or such other sub-adviser such information concerning the securities or other assets to be purchased or sold on behalf of the Fund and reasonably necessary to execute the transactions, including the identity of such other account if it deems this security or asset, the number of shares or principal amount to be advantageous to both purchased or sold, and the timing of and restrictions, if any, on the purchase or sale (e.g., a market order versus a limit order).
(vi) During the term of the accounts involved. Notwithstanding sub-advisory agreement referenced in (v) above and, unless and until the foregoingSub-Adviser agrees to assume responsibility for the placement of orders with respect to the Funds’ portfolio transactions, the Sub-Adviser agrees that the Adviser shall have no responsibility or liability for such services, other than the right responsibility to provide the information required by written notice to identify securities that may not be purchased on behalf subparagraph (c)(v) of the Fundthis Section 1.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the Fund under law applicable to other books and records of the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request Funds required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and employees available to meet shall provide the Adviser with the officers such information upon request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the CorporationAdviser, the Trust’s officers administrator, the Trust’s custodian and Directors on due notice to review foreign custodians, the investments Trust’s transfer agent and investment program pricing agents and all other agents and representatives of the Fund Trust.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the light Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of current those other clients which may differ from the advice given or the timing or nature of action taken for a particular Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably and prospective economic and market conditions. In additionforeseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, as reasonably requested unless and until otherwise directed by the Adviser, for itself Adviser or the Board and on behalf consistent with the best interests of the each Fund, furnish be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the each Fund, all in such detail as the Fund including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or the Adviser may reasonably request. redeeming securities.
(i) In additionperformance of its duties and obligations under this Agreement, the Sub-Adviser shall provide advice and assistance not consult with any other sub-adviser to the Adviser Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as to permitted by the determination policies and procedures of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus Funds and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration subparagraph (c)(v) of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameSection 1. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(gj) In The Sub-Adviser shall maintain books and records with respect to the performance of its duties hereunder, Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services with respect to act on behalf ofthe Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief that the Fund, the Corporation Adviser or the Trust obtains from the SEC.
(k) The Sub-Adviser shall, in accordance with procedures and methods established by the Board, which may be amended from time to time, and in conjunction with the Adviser. If any occasion should arise , promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares of the Fund, Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust), Sub Advisory Agreement (Exchange Listed Funds Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all that portion of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (as it relates to the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Fund and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. With respect to any such instructions and directions, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent may request that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal instructions and state laws having effect on the services provided by the Sub-Adviser under this Agreementdirections be made in writing.
(cb) The Sub-Adviser shall determine the Assets to be purchased purchased, retained or sold by the Fund and what portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to as the Sub-Adviser from time may select to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundTrust’s registration statement and the Fund’s Prospectus or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with federal securities laws. In addition, the Board of Trustees or the Adviser may reasonably direct the Sub-Adviser in writing from time to time to place orders with a particular counterparty, in accordance with the Sub-Adviser’s policies and procedures, in conformity with the federal securities laws. To the extent that the Sub-Adviser is permitted pursuant to the Fund’s Prospectus to engage in transactions that are required to be executed under a trading agreement (e.g., derivative transactions or repurchase agreements), the Sub-Adviser shall enter into such transactions with a dealer or counterparty that has entered into an agreement with the Fund or as otherwise agreed by the parties. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any reasonable written instructions and directions of the Adviser or and the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions approval of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the FundAdviser. In no instance, however, will the Fund’s Assets knowingly be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, or the FundTrust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees, a list of such entities to be maintained by the Adviser and provided to Sub-Adviser in writing from time to time. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Trust (each a “Sub-Sub- Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and and/or overall efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund Trust as may be in effect from time to timetime of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees, as the case may be, is so obtained.
(dc) The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFund or the Trust. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall maintain and keep and maintain the books and records relating to the Assets required to be maintained and kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and (while it may retain copies therof) shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsAdviser). The Sub-Adviser shall maintain and enforce adequate reasonable security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will also make its officers and employees reasonably available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on reasonable due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf Board of Trustees of the Fund Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the AdviserAdviser and the Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation proceduresprocedures of which the Sub-Adviser is advised in writing. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall also provide the Adviser with such information upon the written request of the Adviser. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance in writing of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in writing in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. .
(g) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is likely to clients other than the Fund or for materially impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(h) Subject to the following, the The Sub-Adviser shall take be responsible for corporate action elections with respect to securities held by the Fund. For the avoidance of doubtelections; provided, however, that the Sub-Adviser shall not be responsible for exercising any voting rights relating proxies received with respect to any of the Assets of securities held by the Fund, unless the Adviser, subject to concurrence and delegation by the Trust’s Board of Trustees, notifies the Sub-Adviser in writing that the Sub-Adviser shall have such responsibility. The Sub-Adviser shall not provide any advice or act on behalf be responsible for filing proofs of the Fund or the Adviser in any claim with respect to class action proceedings involving assets held by the Fund or Assets of issuers of securities held by settlements with respect to the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Deutsche Market Trust), Investment Sub Advisory Agreement (DWS Market Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the FundTrust’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other investment assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, subject to the provisions of the Trust’s Agreement and Declaration of Trust and the Trust’s By-Laws and in accordance with the Fund’s investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectusProspectus, Statement of Additional Information (“SAI”) and all portions of and exhibits to the related registration statement of additional informationon Form N-1A (together, the “Fund Registration Statement”), as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”)time, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash or cash equivalent instruments as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (SAI, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws and laws, rules, regulations, and case law that relate to the services and relationships described hereunder and to the conduct of the Sub-Adviser’s business as each is amended from time to time; provided however, that the a registered investment adviser. The Sub-Adviser shall be under no obligation maintain compliance procedures that are adequate to comply ensure the compliance with any amendment and/or supplement to the Prospectus until such time as foregoing. No supervisory activity undertaken by the Adviser or by the Board shall limit the Sub-Adviser has been notified Adviser’s full responsibility for any of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementforegoing.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and consistent with instructions from the Adviser (if any) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus Registration Statement or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund the best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including but not limited to the breadth of the market in the security, the price of the security, the speed of execution, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to Consistent with any instructions and directions of the Adviser or guidelines established by the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsAct, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) SEC and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser (approved in accordance with applicable law) upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance addition to the Fund and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any reports financial condition that is reasonably and documents foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall not be responsible for reviewing proxy solicitation materials and voting and handling proxies. The Sub-Adviser will have no obligation to advise, initiate or take any other action on behalf of the Adviser, the Fund or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter, but will promptly notify the Adviser, the Fund or the Trust’s custodian of any class action settlements or bankruptcies relating to the Assets of which are necessary it becomes aware.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to comply the Fund or a sub-adviser to a portfolio that is under common control with the legal requirements Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide such investment advice to any assets of the Fund other than the Assets, which it sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q advises.
(or any similar formj) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the same. The Sub-Adviser shall not hold any asset best interest of the Fund (or the Fund’s documents as well as other clients of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority may, to act the extent permitted by applicable law and regulations, aggregate the order for or represent the Fund or the Corporation in any way or otherwise be deemed securities to be an agent of the Fund, the Corporation sold or the Adviserpurchased. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the FundIn such event, the Sub-Adviser will act solely allocate securities so purchased or sold, as investment counsel for such clients and not well as the expenses incurred in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusivetransaction, and it is understood that in a manner the Sub-Adviser may render investment advice, management reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other services to other investment companies and clients. clients under the circumstances.
(k) The Sub-Adviser may provide advice shall maintain books and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken records with respect to the Fund. Furthermore, ’s securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that all material facts concerning the Sub-Adviser or an affiliate may purchase or sell for and its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections key investment personnel providing services with respect to securities held by the Fund. For Fund and the avoidance of doubt, investment and the Sub-Adviser shall not be responsible for exercising any voting rights relating to any reinvestment of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of furnish to the Fund Adviser or the Adviser in any class action proceedings involving assets held by the Fund Board such reasonably requested regular, periodic and special reports, balance sheets or Assets of issuers of securities held by the Fund.
(i) To the extent that financial information, and such other information with regard to its affairs as the Adviser has retained any portfolio management or Board may reasonably request and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate will attend meetings with the Adviser in and/or the performance Trustees, as reasonably requested, to discuss the foregoing. Upon the request of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will shall also furnish to the Adviser any other information relating to the Assets that is required to be deemed filed by the Adviser or the Trust with the SEC or sent to have satisfied such duties hereunder. In shareholders under the event 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in the Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a potential conflict or disagreement, portion of the parties agree to work together to remedy such situationFund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent and shall also provide other trade related services for implement the Assets in accordance with such policies and procedures as valuations provided by the Parties may agree from time to timeAdvisor (if any). .
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Northern Lights Fund Trust IV), Investment Sub Advisory Agreement (Northern Lights Fund Trust IV)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationFund’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationFund’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Trustees that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (DWS Variable Series Ii), Investment Sub Advisory Agreement (DWS Variable Series Ii)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all that portion of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) a. In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (as it relates to the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Fund and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. Notwithstanding anything to the contrary set forth herein, the Adviser acknowledges that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to is not the Prospectus until such time as compliance agent for the Trust, the Fund or the Adviser, the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and does not have access to the extent that such amendment and/or supplement relates Trust’s books and records relating to the services provided Fund (including the assets managed by any other sub-advisers to the Adviser and the Fund), and that the Sub-Adviser under this Agreementis not responsible for meeting or monitoring the Fund’s compliance with the income and asset diversification requirements of Section 851 of the Code or the other provisions of Subchapter M of the Code applicable to the Fund. The Adviser shall inform (For the avoidance of doubt, the Sub-Adviser of any changes acknowledges that with respect to the portion of the Fund’s assets entrusted to it from time to time under this Agreement, the Sub-Adviser is responsible for monitoring compliance with the Trust’s constituent documents and the Prospectus as it relates to the Fund and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act or Act, the Code, and all other applicable federal and state laws having effect on the services provided by and regulations, as each may be amended from time to time.] In addition, the Sub-Adviser under agrees that with respect to the Assets, the Sub-Adviser shall at all times ensure that its trading of “commodity interests,” as defined in the Commodity Exchange Act, as amended, satisfies the trading tests set forth in the Commodity Futures Trading Commission Rule 4.5(c)(2)(iii)(A) or (B). The Sub-Adviser shall promptly notify the Adviser if the Sub-Adviser fails to comply with this Agreementrequirement.
(c) b. The Sub-Adviser shall determine the Assets to be purchased purchased, retained or sold by the Fund and what portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundTrust’s registration statement and the Fund’s Prospectus or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any written instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed --‘viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets knowingly be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, or the FundTrust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Trust (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund Trust as may be in effect from time to timetime of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees, as the case may be, is so obtained.
c. The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs (db)(5) [brokerage orders] , (6) [non-brokerage portfolio purchases] , (7) [option transactions], (9) [brokerage allocations/commissions], (10) [persons authorized to approve purchase or sale of securities] and (11) [advisory materials] and paragraph (f) [books and records required to maintained by registered investment advisers] of Rule 31 a- I under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFund or the Trust. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such periodic and special reports, financial information, and such other information with regard to its affairs as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall maintain and keep and maintain the books and records relating to the Assets required to be maintained and kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31 a I under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Corporation obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 3 la-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and (while it may retain copies therof) shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsAdviser. The Sub-Adviser shall maintain and enforce adequate industry standard security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) d. The Sub-Adviser will make its officers and employees be available to meet (which meetings may be held telephonically at the option of the Adviser) with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on reasonable due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the FundTrust, furnish to the Adviser from time to time whatever such information that the Adviser reasonably believes appropriate for this purposepurpose in accordance with general industry standards. From time to time as the Adviser for itself and on behalf Board of Trustees of the Fund Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the AdviserAdviser and Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund Trust or the Adviser may reasonably requestrequest in accordance with general industry standards. In in addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund pursuant to this Agreement for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation proceduresprocedures of which the Sub-Adviser is advised in writing. The Upon reasonable notice, the Sub-Adviser will make its officers and employees available to meet (which meetings may be held telephonically at the option of the Adviser) with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunderhereunder (which may be provided in confidence directly to the Board. of Trustees).
(f) e. The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall also provide the Adviser with such information upon the request of the Adviser. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser Trust from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) f. In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services Adviser is entitled to assume that each of the Adviser and the Fund pursuant has the necessary level of experience and knowledge in order to this Agreement are not to be deemed to be exclusive, understand the risks involved in the services provided and it is understood that the transactions carried out by the Sub-Adviser may render investment advice, management on behalf of the Adviser and other services to other investment companies and clients. the Fund.
g. The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the fulfill its commitment under this Agreement.
h. The Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell be responsible for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtelections; provided, however, that the Sub-Adviser shall not be responsible for exercising any voting rights relating proxies received with respect to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To , unless the extent that Adviser, subject to concurrence and delegation by the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf Trust’s Board of the FundTrustees, notifies the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent writing that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to shall have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timeresponsibility.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Sterling Capital Funds), Investment Sub Advisory Agreement (Sterling Capital Funds)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall provide supervision of the Fund’s investments and, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein) and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. The Adviser agrees promptly to deliver any amendment or supplement to the Prospectus to the Sub-Adviser on an on-going basis, that and until the Adviser delivers any such amendment or supplement to the Sub-Adviser, the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to fully protected in relying on the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementpreviously furnished.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Registration Statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund the best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided ) provided to the Fund and/or other accounts over which the Sub-Adviser is acting in accordance with any such instructions and directions or an affiliate of the Adviser or the Board of Directors, the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized authorized, subject to the prior approval of the Trust’s Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for Fund securities to brokers or dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser 1940 Act and shall provide render to the Adviser or the Board of Directors Trustees such information periodic and special reports as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under by this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s AssetsAssets and shall provide such information and such periodic or special reports as the Adviser or Board of Trustees may reasonably request.
(f) The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the name Fund has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Adviser recognizes that in some cases this procedure may adversely affect the size of the issuerposition obtainable for the Fund. In addition, the description and amount or number of shares Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the security purchased Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or sold, restrict the market price, commission and gross or net price, trade date, settlement date and identity right of the effecting broker Sub-Adviser or dealer, any affiliate of the Sub-Adviser to engage in and such devote time and attention to other information as may be reasonably required. businesses or to render services of whatever kind in nature.
(g) The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide promptly notify the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary financial condition that is likely to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in the Fund. The Sub-Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in the Fund. As of the Assets time as the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of the Fund or other than the Adviser in any class action proceedings involving assets held Assets. Services to be furnished by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with under this Agreement may be furnished through the Adviser in the performance medium of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed Adviser’s partners, officers, employees or, to the extent permitted by the Adviserapplicable law, the Sub-Adviser will be deemed affiliates, and with respect to have satisfied such duties hereunder. In the event of proxies, a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timethird party proxy voting service.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust), Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub- Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in servicing all of its accounts, and not all such services may be used by the manner the Sub-Sub- Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written noticeof speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may be purchased or sold. In additionWhere the commission rate reflects services, for reliability and other relevant factors in addition to the duration cost of this Agreementexecution, the Sub-Adviser shall preserve have the burden of demonstrating that such expenditures were bona fide and for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements benefit of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser may recommend transactions in which it has directly or the Corporation may reasonably request indirectly a material interest, in connection with the filings of Form N-CSR unregulated collective investment schemes including any operated or Form N-Q (or any similar form) advised by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the Securities and Investments Board. Both parties acknowledge that the advice given under this Agreement may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, unfavorable as well as favorable on the samegain or loss experienced on an investment. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Invesco Specialty Funds Inc), Sub Advisory Agreement (Invesco Specialty Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Declaration of Trust and By-Laws (as defined herein), the Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, registration statement on Form N-1A including its prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), all applicable fiduciary duties it may have to the Fund and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors exemptive and no-action relief granted to the Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures and Declaration of Trust and By-Laws (as defined herein) provided to the Corporation Sub-Adviser, all applicable fiduciary duties it may have to the Funds and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws laws, rules, regulations and regulationscase law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser, as each is amended from time to time; provided however. In selecting each Fund’s portfolio securities and performing the Sub-Adviser’s obligations hereunder, that the Sub-Adviser shall be under no obligation cause each Fund to comply with any amendment and/or supplement the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company if the Fund has elected to be treated as a regulated investment company under the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this AgreementCode.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the a Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealersdealers and the placing of such orders, the Sub-Adviser will use its best efforts to obtain at all times seek on behalf of each Fund the Fund best executionmost favorable execution and net price available under the circumstances. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of any reports and documents which are necessary to comply with those other clients that may differ from the legal requirements advice given or the timing or nature of the action taken for a particular Fund. .
(g) The Sub-Adviser shall provide such subpromptly notify the Adviser of any financial condition that is reasonably and foreseeably likely to impair the Sub-certifications as officers Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser will have no obligation to advise, initiate or take any other action on behalf of the Adviser Adviser, the Funds or the Corporation may reasonably request Assets in connection with any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the filings of Form N-CSR or Form N-Q (securities comprising the Assets or any similar formother matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will not notify the Adviser, the Funds or the Trust’s custodian of class action settlements or bankruptcies relating to the Assets.
(i) by the Fund. The parties to In performance of its duties and obligations under this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the sameFunds. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets which it sub-advises.
(gj) In On occasions when the performance Sub-Adviser deems the purchase or sale of its duties hereundera security to be in the best interest of the Funds as well as other clients of the Sub-Adviser, the Sub-Adviser is may, to the extent permitted by applicable law and shall regulations, aggregate the order for securities to be an independent contractor and, as expressly provided hereinsold or purchased. In such event, the Sub-Adviser is authorized will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to act be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to the Funds’ securities transactions and keep the Board and the Adviser fully informed on behalf ofan ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in any way a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or otherwise be deemed to be an agent a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the FundAssets, as necessary and reasonably requested by the Corporation Adviser or its agent, and use reasonable efforts to arrange for the Adviser. If any occasion should arise in which provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement if market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clientswill not be responsible for determining the value of any such security. The Sub-Adviser may provide advice and take certain actions with respect agrees to clients other than immediately notify the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, Adviser if the Sub-Adviser shall have no obligation to recommend reasonably believes that the purchase or sale value of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities security held by the Fund. For the avoidance of doubt, the Sub-Adviser shall a Fund may not be responsible for exercising any voting rights relating to any of the Assets of the Fundreflect its fair value. The Sub-Adviser shall not agrees to provide any advice or act on behalf pricing information of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, which the Sub-Adviser agrees is aware to coordinate and cooperate with the Adviser and/or any Fund pricing agent to assist in the performance determination of its duties the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with such policies and the 1940 Act or the Trust’s valuation procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets purpose of calculating each Fund’s net asset value in accordance with such policies procedures and procedures as methods established by the Parties may agree from time to timeBoard.
Appears in 2 contracts
Sources: Interim Investment Sub Advisory Agreement (ETF Series Solutions), Investment Sub Advisory Agreement (ETF Series Solutions)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (as it relates to the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Fund and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940 (the “Advisers Act”), the Securities Act of 1933, the Exchange Act of 1934, the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal federal, state, and state Chinese laws and regulations, and case law that relate to the services and relationships described or otherwise contemplated by this Agreement and to the conduct of its business as each is amended from time a registered investment adviser. With respect to time; provided howeverany such instructions and directions, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent may request that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal instructions and state laws having effect on the services provided by the Sub-Adviser under this Agreementdirections be made in writing.
(cb) The Sub-Adviser shall determine the Assets to be purchased purchased, retained or sold by the Fund and what portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundTrust’s registration statement and the Fund’s Prospectus or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with federal securities lawslaws and applicable Chinese laws and regulations. The Sub-Adviser is authorized to enter into and execute futures clearing and execution “give-up” agreements and master repurchase agreements in order to carry out its duties under this Agreement. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any written instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets knowingly be purchased from or sold by the Sub-Adviser to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, or the FundTrust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act or exemptive rules under the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Trust (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund Trust as may be in effect from time to timetime of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees, as the case may be, is so obtained.
(dc) The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFund or the Trust. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall maintain and keep and maintain the books and records relating to the Assets required to be maintained and kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such recordsrecords as are necessary for it to comply with applicable law. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, Act and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and (while it may retain copies thereof as described above) shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsAdviser). The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will also make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on reasonable due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions, and shall attend Board meetings in person at least once per calendar year or more frequently upon reasonable notice. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the FundTrust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf Board of Trustees of the Fund Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the AdviserAdviser and Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fundtransactions, all in such detail as the Fund Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation proceduresprocedures of which the Sub-Adviser is advised in writing. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The To the extent necessary, the Sub-Adviser shall additionally provide also facilitate the sharing of information between the PRC sub-custodian and the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactionscustodian. The Sub-Adviser shall also provide the Adviser with such information upon the written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in writing in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree acknowledge that the Fund has arrangements have been made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser. The Adviser has obtained the agreement of the Fund’s custodian and PRC sub-custodian to act in accordance with the Sub-Adviser’s instructions in connection with the Sub-Adviser’s performance of the Sub-Adviser’s duties under this Agreement.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients or others concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients or others and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. .
(g) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(h) Subject to the followingoversight of the Adviser and the Board of Trustees, the Sub-Adviser shall take corporate action elections vote proxies solicited by or with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by in the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, Fund in accordance with the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such Adviser’s proxy voting policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will shall be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services responsible for the Assets in accordance with such policies and procedures as the Parties may agree from time to timecorporate action elections.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (DBX ETF Trust), Investment Sub Advisory Agreement (DBX ETF Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board Board, and in accordance with the terms and conditions of Directorsthis Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the each Fund’s respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as collectively, the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by each Fund, and what portion of the Assets will be invested or held uninvested in cash, as is permissible under the terms of the Prospectus.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust and By-Laws (each as defined below), the Prospectus (Prospectus, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures from time to time provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Funds. The Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable and appropriate. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In no instanceaddition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, provided, however, that all such transactions shall be consistent such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules from time to time promulgated by the U.S. Securities and Exchange Commission (“SEC”). In no instance will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) SEC and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the Fund other books and records of the Funds required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for a particular Fund. The Sub-Adviser’s authority hereunder shall not be impaired because of the fact that it may effect transactions with respect to securities for its own account or for the accounts of others which it manages which are identical or similar to securities to which it may effect transactions for the Funds at the same or similar times, provided such transactions are consistent with applicable law and the Sub-Adviser’s fiduciary obligations to the Funds.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is required reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser will have no obligation to advise, initiate, or take any other action on behalf of the Adviser, the Funds, or the Assets in any legal proceedings (including, without limitation, class actions, and bankruptcies) relating to the securities comprising the Assets or any other matter. The Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter. The Sub-Adviser will, however, notify the Adviser and inform the compliance department Trust’s custodian of class action settlements or bankruptcies relating to the Assets about which it becomes aware.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Funds as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in advance the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.
(j) The Sub-Adviser shall maintain books and records with respect to the Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of any reports all material facts concerning the Sub-Adviser and documents which are necessary its key investment personnel providing services with respect to comply with the legal requirements Funds and the investment and the reinvestment of the FundAssets of the Funds. The Sub-Adviser shall provide such sub-certifications as officers of furnish to the Adviser or the Corporation Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of will attend meetings with the same. The Sub-Adviser shall not hold any asset of and/or the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor andTrustees, as expressly provided hereinreasonably requested, to discuss the Sub-Adviser is authorized to act on behalf of, and represent, foregoing. Upon the Fund. Except as otherwise expressly provided herein or authorized in writing by request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(k) The Sub-Adviser shall monitor the Assets owned by each Fund and, in any way or otherwise accordance with the Trust’s Fair Valuation Procedures, as adopted by the Board and as may be deemed amended from time to be an time, shall promptly notify the Adviser and the Trust’s fund accounting agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which Assets that the Sub-Adviser gives any advice to its clients concerning the shares believes should be fair valued. Fair valuation of the Fund, securities in a Fund may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser if market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Krane Shares Trust), Investment Sub Advisory Agreement (Krane Shares Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(ih) To the extent that the Adviser has retained any portfolio management and trade execution other sub-adviser(s) to perform the duties set forth herein on behalf of the Fund(each being an “Alternate Sub-Adviser”), the Sub-Adviser agrees to coordinate and cooperate with the such Alternate Sub-Adviser in the performance of its duties in accordance with such policies and procedures as for the parties may agree from time to timeFund. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by an Alternate Sub-Adviser in coordination and cooperation with the Sub-Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together with the Adviser to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Deutsche International Fund, Inc.), Sub Advisory Agreement (Deutsche International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall, in accordance conjunction with such policies the Adviser and procedures as the Parties may agree subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (Statement of Additional Information, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal federal, state and state foreign jurisdictional laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser Adviser, in conjunction with the Adviser, shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In If executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep Adviser, in conjunction with the Adviser informed and the Trust’s administrator, shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Adviser).
(e) The Adviser, acting with the Sub-Adviser, shall provide the Fund’s request providedcustodian on each business day with information relating to all transactions concerning the Assets and shall otherwise cooperate with and provide reasonable assistance to the Trust’s administrator, howeverthe Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may also retain give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for a copy particular Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of such recordsany financial condition that is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser will have no obligation to advise, initiate or take any other action on behalf of the Adviser, the Funds or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will not notify the Adviser, the Funds or the Trust’s custodian of class action settlements or bankruptcies relating to the Assets.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating not provide investment advice to any assets of its responsibilities under this Agreement including all means for the effecting of securities transactionsFunds other than the Assets which it sub-advises.
(ej) The On occasions when the Sub-Adviser will make its officers and employees available to meet Adviser, acting with the officers Adviser,deems the purchase or sale of a security to be in the best interest of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program Funds as well as other clients of the Fund in the light of current and prospective economic and market conditions. In additionSub-Adviser, the Sub-Adviser shallmay, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time extent permitted by applicable law and regulations, aggregate the order for securities to time whatever information the Adviser reasonably believes appropriate for this purposebe sold or purchased. From time to time as the Adviser for itself and on behalf of the Fund may reasonably requestIn such event, the Sub-Adviser will furnish to the Adviserallocate securities so purchased or sold, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as well as the Fund or expenses incurred in the Adviser may reasonably request. In additiontransaction, in a manner the Sub-Adviser shall provide advice reasonably considers to be equitable and assistance consistent with its fiduciary obligations to the Adviser as Fund and to such other clients under the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereundercircumstances.
(fk) The Sub-Adviser shall provide maintain books and records with respect to the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched Funds’ securities transactions. The Sub-Adviser shall also provide keep the Board and the Adviser with such information upon written request of fully informed on an ongoing basis as agreed by the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports all material facts concerning the Sub-Adviser and documents which are necessary its key investment personnel providing services with respect to comply with the legal requirements Funds and the investment and the reinvestment of the FundAssets of the Funds. The Sub-Adviser shall provide such sub-certifications as officers of furnish to the Adviser or the Corporation Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of will attend meetings with the same. The Sub-Adviser shall not hold any asset of and/or the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor andTrustees, as expressly provided hereinreasonably requested, to discuss the Sub-Adviser is authorized to act on behalf of, and represent, foregoing. Upon the Fund. Except as otherwise expressly provided herein or authorized in writing by request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in any way a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or otherwise be deemed to be an agent a portion of a Fund’s portfolio. The Adviser and Sub-Adviser will provide assistance in determining the fair value of the FundAssets, as necessary and reasonably requested by the Corporation Adviser or its agent, and use reasonable efforts to arrange for the Adviser. If any occasion should arise in which provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement if market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Listed Funds Trust), Investment Sub Advisory Agreement (Listed Funds Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Invesco Diversified Funds Inc), Sub Advisory Agreement (Invesco Diversified Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix BA) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place all orders for the purchase and sale of Assets on behalf of the Fund with or through only those brokers or dealers that appear on a list of brokers and dealers approved selected by the Adviser and made available to the Sub-Adviser from time to timeAdviser. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- – viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A B to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the Securities Act of 1933, as amended (the “1933 Act Act”), or 1940 Act (including the rules adopted thereunderhereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) . In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the . The Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not also provide any advice or and act on behalf of the Fund or the Adviser in any all class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Allstate Financial Investment Trust), Investment Sub Advisory Agreement (Allstate Financial Investment Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall provide supervision of the Fund’s investments and, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein) and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. The Adviser agrees promptly to deliver any amendment or supplement to the Prospectus to the Sub-Adviser on an on-going basis, that and until the Adviser delivers any such amendment or supplement to the Sub-Adviser, the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to fully protected in relying on the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementpreviously furnished.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Registration Statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund the best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided ) provided to the Fund and/or other accounts over which the Sub-Adviser is acting in accordance with any such instructions and directions or an affiliate of the Adviser or the Board of Directors, the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized authorized, subject to the prior approval of the Trust’s Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for Fund securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) and to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser 1940 Act and shall provide render to the Adviser or the Board of Directors Trustees such information periodic and special reports as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under by this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s AssetsAssets and shall provide such information and such periodic or special reports as the Adviser or Board of Trustees may reasonably request.
(f) The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the name Fund has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Adviser recognizes that in some cases this procedure may adversely affect the size of the issuerposition obtainable for the Fund. In addition, the description and amount or number of shares Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the security purchased Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or sold, restrict the market price, commission and gross or net price, trade date, settlement date and identity right of the effecting broker Sub-Adviser or dealer, any affiliate of the Sub-Adviser to engage in and such devote time and attention to other information as may be reasonably required. businesses or to render services of whatever kind in nature.
(g) The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide promptly notify the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary financial condition that is likely to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in the Fund. The Sub-Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in the Fund. As of the Assets time as the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of the Fund or other than the Adviser in any class action proceedings involving assets held Assets. Services to be furnished by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with under this Agreement may be furnished through the Adviser in the performance medium of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed Adviser’s partners, officers, employees or, to the extent permitted by the Adviserapplicable law, the Sub-Adviser will be deemed affiliates, and with respect to have satisfied such duties hereunder. In the event of proxies, a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timethird party proxy voting service.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust), Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationFund’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-sub- adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationFund’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Trustees that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (DWS Balanced Fund), Investment Sub Advisory Agreement (DWS Balanced Fund)
Duties of the Sub-Adviser. Subject to the supervision and oversight by of the Adviser Board and the Fund’s Board Adviser, and in accordance with the terms and conditions of Directors, the Agreement the Sub-Adviser shall manage all of the securities and other investment assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, subject to the provisions of the Trust’s Amended Agreement and Declaration of Trust and the Trust’s By-Laws, as amended, and in accordance with the each Fund’s investment objectiveobjectives, policies guidelines, policies, restrictions and restrictions limitations as stated in the each Fund’s prospectus, current Prospectus and Statement of Additional Information (“SAI”) and all portions of and exhibits to the related registration statement of additional informationon Form N-1A (the “Registration Statement”) as provided to the Sub-Adviser by the Adviser, as currently in effect and as they may be amended or supplemented from time to time (referred time; provided, that the Adviser shall provide the Sub-Adviser reasonable advance notice of any change to collectively as the “Prospectus”)such investment objectives, guidelines, policies, restrictions and subject to limitations. The Sub-Adviser further agrees that it will perform its duties hereunder in accordance with the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to time.time what Assets will be purchased, retained or sold by each Fund, and what portion of the Assets will be invested or held uninvested in cash or cash equivalent instruments as is permissible;
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (SAI, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws and laws, rules, regulations, and case law that relate to the services and relationships described hereunder and to the conduct of the Sub-Adviser’s business as each is amended from time to time; provided however, that the a registered investment adviser. The Sub-Adviser shall be under no obligation maintain compliance procedures that are adequate to comply ensure the compliance with any amendment and/or supplement to the Prospectus until such time as foregoing. No supervisory activity undertaken by the Adviser or by the Board shall limit the Sub-Adviser has been notified Adviser’s full responsibility for any of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementforegoing.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by each Fund as provided in subparagraph (a) and consistent with instructions from the Fund Adviser (if any) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the each Fund’s registration statement and the Prospectus Registration Statement or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio transactions laws and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundSection 7 hereof.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the provide each Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such ’s custodian on each business day with information relating to all transactions concerning the Sub-Adviser’s services under this Agreement needed by Assets and shall provide the Adviser or the Fund under law applicable to with such information upon request of the Adviser or the Fund. The Sub-Adviser and shall also furnish otherwise cooperate with and provide reasonable assistance to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the FundTrust’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviseradministrator, the FundTrust’s officers custodian and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreementforeign custodians, the Sub-Adviser shall preserve for Trust’s transfer agent and pricing agents and all other agents and representatives of the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsTrust.
(e) The Sub-Adviser shall use reasonable efforts to manage each Fund’s assets in a manner that will make not impair its officers and employees available to meet with the officers qualification as a regulated investment company under Subchapter M of the Adviser Code and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In additionregulations issued thereunder; provided, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In additionhowever, the Sub-Adviser shall provide advice and assistance to not be responsible for the Adviser as to the determination tax effect of the value of securities held any decisions made by or to be acquired any actions taken by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to person other than the Sub-Adviser of providing advisory services hereunderAdviser.
(f) The Sub-Adviser shall provide the place orders pursuant to its investment determinations for each Fund, in accordance with applicable policies expressed in each Fund’s custodian Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by each Fund and provided to the Sub-Adviser by the Adviser, including without limitation, Section 5 hereof.
(g) The Sub-Adviser shall furnish to the Trust and the Adviser whatever statistical information the Trust or the Adviser may reasonably request with respect to each Fund’s Accountant with assets or investments. In addition, the Sub-Adviser will keep the Trust, the Adviser and the Board informed of developments that the Sub-Adviser reasonably believes will materially affect each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealerportfolio, and shall, on the Sub-Adviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Adviser believes appropriate for this purpose.
(h) The Sub-Adviser shall make available to each Fund’s Adviser and the Trust, promptly upon their request, such other information copies of its investment records and ledgers with respect to each Fund as may reasonably be reasonably requiredrequired to assist the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Adviser will furnish the Board, the Adviser and the Trust with such periodic and special reports regarding each Fund as they may reasonably request.
(i) The Sub-Adviser shall additionally provide promptly respond to requests by the Adviser, the Administrator, and each Fund CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Adviser relating directly to each Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such other information upon written request of the Adviser. The Adviser is and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material requested by or required to notify and inform be delivered to the compliance department of the Board.
(j) The Sub-Adviser shall immediately notify the Adviser, in advance writing, of the receipt of any reports and documents notice of a class action proceeding related to each Fund or any other action or proceeding in which are necessary the Adviser or each Fund may be entitled to comply with the legal requirements participate as a result of the each Fund’s securities holdings. The Sub-Adviser shall provide such sub-certifications as officers have no responsibility for filing claims on behalf of the Adviser or the Corporation may reasonably request in connection Trust with the filings of Form N-CSR or Form N-Q (or respect to any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fundactions. The Sub-Adviser’s services responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Adviser and the Trust in making such filings, which shall include providing any relevant information regarding each Fund’s securities holdings to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. Adviser.
(k) The Sub-Adviser may shall provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect assistance to the Adviser, custodian or recordkeeping agent for each Fund in determining or confirming, consistent with the procedures and policies stated in each Fund. Furthermore’s valuation procedures and/or Registration Statement, the Sub-Adviser shall have no obligation to recommend the purchase or sale value of any asset on behalf portfolio securities or other assets of each Fund for which the Fund that Adviser, custodian or recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Sub-Adviser. This assistance includes (but is not limited to): (i) designating an affiliate may purchase or sell for its own account or for the account of any clients employee of the Sub-Adviser.
Adviser for consultation when the Board convenes; (hii) Subject to notifying the following, Adviser in the event the Sub-Adviser shall take corporate action elections determines, with respect to a security that is held both by each Fund and by another account managed by the Sub-Adviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market- makers with respect to securities held by each Fund, upon the request of the Adviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with each Fund. For ’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the avoidance securities valuation services provided hereunder, and providing such information to the Adviser upon request.
(l) The Sub-Adviser shall assist the Adviser, each Fund, and any of doubtits or their trustees, directors, officers, and/or employees in complying with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Adviser shall not be responsible for exercising any voting rights relating hereunder. Specifically, and without limitation to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fundforegoing, the Sub-Adviser agrees to coordinate provide certifications to the principal executive and cooperate with financial officers of each Fund that correspond to the drafting and/or filing of each Fund’s Form N-CSRs, N-PORTs, N-CENs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Adviser in the performance of its duties shall reasonably request or as in accordance with such policies and procedures as adopted by the parties may agree from time to time. To the extent that any duties of the Trust.
(m) The Sub-Adviser set forth shall assist each Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in section 1 are performed by complying with Rule 38a-1 under the Adviser1940 Act. Specifically, the Sub-Adviser will represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include (i) on-site visits with the Sub-Adviser as may be deemed reasonably requested from time to have satisfied such duties hereundertime (ii) a report of any material changes to the Sub-Adviser compliance policies; (iii) a report of any compliance matter about which the Adviser or the Board would reasonably need to know to oversee Fund compliance, and that involves, without limitation: (A) a violation of the securities laws by the Sub-Adviser or any of its officers, directors, employees or agents; (B) a violation of the Policies or the Sub-Adviser compliance policies by the Sub-Adviser or any of its officers, directors, employees or agents; and/or (C) a weakness in the design or implementation of the Policies; and (iv) an annual (or more frequently as the CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Adviser’s compliance program.
(n) The Sub-Adviser shall provide assistance as may be reasonably requested by the Adviser in connection with compliance by each Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Adviser hereunder.
(o) The Sub-Adviser shall immediately notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a potential conflict statutory disqualification that prevents the Sub-Adviser from providing services pursuant to this Agreement; or disagreement, (2) becomes aware that it is the parties agree to work together to remedy such situationsubject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.
(p) The Sub-Adviser shall also provide immediately notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for each Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality.
(q) The Sub-Adviser shall not use material non-public information that may be in its possession in making investment decisions for each Fund, or seek to obtain any such information.
(r) The Sub-Adviser shall use its best judgment and efforts in rendering the advice and services contemplated by this Agreement.
(s) The Sub-Adviser shall not consult with any sub-adviser of a portion of each Fund not managed by the Sub-Adviser, if applicable, or with any sub-adviser to any registered investment company or portfolio or series thereof under common control with each Fund, concerning transactions for each Fund in securities or other trade related services assets. Further, where the Sub-Adviser is one of multiple money managers managing a Fund, the Sub-Adviser’s responsibility for the Assets in accordance providing investment advice is limited to providing investment advice with such policies and procedures as the Parties may agree from time respect to timeits discrete portion of each Fund’s portfolio.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Two Roads Shared Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Registration Statement, as from time to time amended, under the Investment Company Act of its duties and obligations under this Agreement1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional inform- ation of the Adviser Fund,as from time to time amended and in use under the Securities Act of 1933,as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide may follow a policy of considering sales of shares of the Fund as a factor in the selection of broker/dealers to execute portfolio transactions, subject to the Adviser requirements of best execution discussed above. In the selection of a broker or dealer for execution of any negotiated transaction, the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain have no duty or obligation to seek advance competitive bidding for the books and records relating most favorable negotiated commission rate for such transaction, or to select any broker solely on the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about basis of its purported or "posted" commission rate for such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Combination Stock & Bond Funds Inc)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written noticeof speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may be purchased or sold. In additionWhere the commission rate reflects services, for reliability and other relevant factors in addition to the duration cost of this Agreementexecution, the Sub-Adviser shall preserve have the burden of demonstrating that such expenditures were bona fide and for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements benefit of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser may recommend transactions in which it has directly or the Corporation may reasonably request indirectly a material interest, in connection with the filings of Form N-CSR unregulated collective investment schemes including any operated or Form N-Q (or any similar form) advised by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the Securities and Investments Board. Both parties acknowledge that the advice given under this Agreement may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, unfavorable as well as favorable on the samegain or loss experienced on an investment. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco International Funds Inc)
Duties of the Sub-Adviser. Subject (a) The Sub-Adviser will be responsible for managing the relationship with Chinese regulatory authorities, including the Securities & Futures Commission of Hong Kong, the China Securities Regulatory Commission and State Administration of Foreign Exchange. In this regard, among other things necessary and appropriate for the operation of the Funds, Sub-Adviser shall be responsible for securing QFII and RQFII allocations for the Funds and additional quotas as needed on a timely basis.
(b) In addition, subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsBoard, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and applicable law, regulations and interpretations and exemptions from the foregoing and subject to the following:
(ai) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(bii) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with Prospectus, the instructions and directions of the Adviser and of the Board Board, the then-current terms and conditions of Directors exemptive and no-action relief granted to the Trust, and the Trust’s policies and procedures. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents. In the Corporation performance of its duties and will conform to and obligations under this Agreement, the Sub-Adviser shall also comply in all material respects with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations and Chinese laws and regulations, as each is amended from time to time. In this regard, the Sub-Adviser represents that it has adopted and implemented and will maintain in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to (a) prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; provided howeverand (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), that policies and procedures, prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser. Further, the Sub-Adviser shall be under no obligation to comply maintain a disaster recovery and business continuity plan that is in accordance with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of applicable law and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementwithin industry standards.
(ciii) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (i) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved chosen by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities lawslaws and applicable Chinese laws and regulations. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the The Sub-Adviser may also consider arrange for, in respect of the Funds, futures contract, derivative instrument and transaction, swap, spot or forward transaction (whether in relation to currency or any other property). The Sub-Adviser may open and maintain brokerage accounts of all types of behalf of and research services provided (in the name of the Funds. The Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as those terms are defined in the Sub-Adviser deems desirable and appropriate. Subject to the obtaining the best price and execution reasonably available and consistent with Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to cause a Fund to pay to a member of an exchange, broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for the Fund which is in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction iftransaction, but only if, in such instances where the Sub-Adviser determines has determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker or dealer -- dealer, viewed in terms of either that particular transaction or in terms of the Sub-Adviser’s overall responsibilities of with respect to such Fund and to other funds or clients for which the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold direct portfolio transactions to a broker that is an affiliated person of the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of a Fund in accordance with such standards and procedures as may be approved by the Fund Board in accordance with Rule 17e-1 under the 1940 Act, or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted rules promulgated by the Securities and Exchange Commission (the “SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will shall not consult with divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request series of the Adviser Trust, or the Fundany other registered investment company. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund Fund(s) as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most favorable price or lower brokerage commissions a fair and reasonable result and efficient execution. In such event, allocation Allocation of the securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to such its other clientsclients over time. The Adviser acknowledges agrees that each individual aggregated transaction the Sub-Adviser and its affiliates may work give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions take, with respect to the advantage or disadvantage of the relevant Fund. The Adviser consents also acknowledges that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between and its affiliates are fiduciaries to other entities, some of which have the Fund same or similar investment objectives (and such other account if it deems this to be advantageous to both of will hold the accounts involved. Notwithstanding same or similar investments) as the foregoingFund(s), and that the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fundwill carry out its duties hereunder together with its duties under such relationships.
(div) The Sub-Adviser shall keep assist the Adviser informed of developments materially affecting and any other relevant service provider in connection with any securities lending activities by the FundFunds.
(v) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by Rule 31a-1 under the 1940 Act and preserve such records for the periods prescribed by Rule 31a-2 under the 1940 Act. The Sub-Adviser shall provide timely furnish to the Adviser or the Board of Directors such all information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fvi) The Sub-Adviser shall provide the relevant Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. The Adviser is required to notify , the Trust’s administrator, the Trust’s custodian and inform foreign custodians, the compliance department Trust’s transfer agent and pricing agents and all other agents and representatives of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameTrust. The Sub-Adviser shall not hold hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Sub-Adviser. The Sub-Adviser will also provide the Adviser with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws or Chinese laws or regulations as may be reasonably requested.
(gvii) In To the performance of its duties hereunderextent applicable to renminbi-denominated securities, the Sub-Adviser is shall, when explicitly directed by the Adviser or the Board and consistent with the best interests of each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Sub-Adviser’s proxy voting guidelines. The Sub-Adviser shall certify at least annually or more often as may reasonably be an independent contractor andrequested by the Adviser, as expressly provided herein, to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
(viii) The Sub-Adviser shall maintain books and records with respect to the Funds’ investment transactions and keep the Adviser fully informed on an ongoing basis of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services to act on behalf ofthe Funds. The Sub-Adviser shall furnish to the Adviser or the Board regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request; and the Sub-Adviser will attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief from the FundSEC on which the Adviser, the Corporation Trust or a Fund relies.
(ix) The Sub-Adviser shall monitor the Assets owned by the Fund(s) and, in accordance with procedures established by the Board, as amended from time to time, and in conjunction with the Adviser. If any occasion should arise in which , promptly notify the Adviser and the Trust’s Fund Accounting Agent of Assets that the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares Trust’s Valuation Procedures. The Sub-Adviser will provide reasonable assistance in determining the fair value of the FundAssets, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Tax Free Income Funds Inc)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub- Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Funds' portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in servicing all of its accounts, and not all such services may be used by the manner Sub- Adviser in connection with the Sub-Adviser considers to be Funds. In the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage selection of a broker or disadvantage of the Fund. The Adviser consents that the best execution principles may provide dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus other qualified brokerage firms, as well as all other relevant factors and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assetscircumstances, including the name size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the issuerparticular transactions, and the description and amount apparent knowledge or number of shares of the security familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-AdviserFunds.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, including advice on the allocation of investments among countries, relating to supervision such portion of the Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"), particularly with respect to Japanese and oversight Western European investments. The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities included in the Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser of the aggregate U.S. Dollar amount of the Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased with the Designated Assets, what securities comprising the Designated Assets should be sold, and what portion, if any, of the Designated Assets shall be held uninvested, subject, always, to the restrictions of the Trust's Declaration of Trust dated July 31, 1987, as amended and restated May 6, 1991, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the Act and the Rules, Regulations and Orders thereunder and the provisions of the Fund's then current Prospectus and Statement of Additional Information; and subject, further, to the Sub-Adviser consulting with the Adviser in advance of the Sub-Adviser's determination to purchase any securities except as such consultation shall be waived or limited by the Adviser. Should the Trustees of the Trust or the Adviser at any time make any definite determination as to investment policy and notify the Fund’s Board of DirectorsSub-Adviser thereof, the Sub-Adviser shall manage all be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”)Trust may at any time, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject upon notice to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as Adviser, suspend or restrict the Parties may agree from time to time.
(b) In the performance right of its duties and obligations under this Agreement, the Sub-Adviser to determine what assets shall act in conformity with be purchased for or sold from the Corporation’s constituent documents Designated Assets and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions what portion, if any, of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser Designated Assets shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreementheld uninvested. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine take, on behalf of the Assets Fund, all actions which it deems necessary to be purchased implement the investment policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase or sold by sale of securities for the Fund and will place orders Fund's account with or through only those brokers or dealers selected by it, and to that appear on a list of brokers and dealers approved by the Adviser and made available to end the Sub-Adviser from time is authorized as the agent of the Fund to timegive instructions to the Custodian of the Fund and any subcustodian as to deliveries of securities, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will carry out advise the policy Adviser on the same day it gives any such instructions. In connection with respect to brokerage set forth in the Fund’s registration statement selections of such brokers or dealers and the Prospectus or as the Board placing of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directorsorders, the Sub-Adviser is authorized directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay to a broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction iftransaction, but only if, if the Sub-Adviser determines determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of either that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates 's overall responsibilities with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as exercises investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.discretion
Appears in 1 contract
Sources: Sub Investment Advisory Agreement (MFS Series Trust Viii)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationFund’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Fund (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationFund’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationFund’s officers and Directors and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log lock with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Fund may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation Fund or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Trustees that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (DWS Variable Series Ii)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage such portion or all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Agreement and the Declaration of Trust, By-Laws, Prospectus and Statement of Additional Information, as each is amended from time to time (the “Operating Documents” and attached hereto as Appendix B”) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and the Sub-Adviser will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the each Fund and will place all orders for the purchase and sale of Assets on behalf of the Fund with or through only those brokers or dealers that appear on a list of brokers and dealers approved selected by the Adviser and made available to the Sub-Adviser from time to timeAdviser. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundTrust’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts seek to obtain on behalf of each Fund the Fund combination of best executionnet price and execution under the circumstances. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the The Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- – viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the a Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the FundTrustees. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the a Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the a Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFunds. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund Funds under law applicable to the Adviser or the FundFunds. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Funds with the SEC or sent to shareholders under the Securities Act of 1933, as amended (the “1933 Act Act”), or 1940 Act (including the rules adopted thereunderhereunder) or any exemptive or other relief that the Adviser or the Fund obtains Funds obtain from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s Funds’ request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s Funds’ request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s Funds’ custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the each Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the a Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) . In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the a Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund Funds or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the FundFunds. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund Funds that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the a Fund. The Sub-Adviser shall not provide any advice or act on behalf of the a Fund or the Adviser in any all class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Funds' portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to Funds. In the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage selection of a broker or disadvantage of the Fund. The Adviser consents that the best execution principles may provide dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the Fund’s independent registered public accounting firm apparent knowledge or familiarity with sources from or to inspect whom such securities may be purchased or sold. Where the commission rate reflects services, reliability and audit such records pertaining other relevant factors in addition to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration cost of this Agreementexecution, the Sub-Adviser shall preserve have the burden of demonstrating that such expenditures were bona fide and for the periods prescribed by Rule 31a-2 under benefit of the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsFunds. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materialsmay recommend transactions in which it has directly or indirectly a material interest, records, documents and data relating to in unregulated collective investment schemes including any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, operated or advised by the Sub-Adviser shall, as reasonably requested or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the AdviserSecurities and Investments Board. Both parties acknowledge that the advice given under this Agreement may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, for itself and unfavorable as well as favorable on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and gain or loss experienced on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably requestan investment. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco International Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, ISI hereby employs the Sub-Adviser shall manage all of to act as investment adviser to the securities Series and other assets of to furnish the Fund entrusted to it by the Adviser hereunder (the “Assets”)investment advisory services described below, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies broad supervision of ISI and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation Fund, for the period and will conform on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and comply with to assume the requirements obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the 1940 ActFund. The Sub-Adviser hereby agrees to manage the investment operations of the Series, subject to the supervision of the Fund's directors (the "Directors") and ISI. Specifically, the Sub-Adviser agrees to perform the following services:
(a) to manage the investment and reinvestment of all the assets, now or hereafter acquired, of the Series, and to execute all purchases and sales of portfolios securities;
(b) to maintain a continuous investment program for the Series, consistent with (i) the Series' investment policies as set forth in the Fund's Articles of Incorporation, Bylaws, and Registration Statement, as from time to time amended, under the Investment Company Act of 1940, and in any Prospectus and/or Statement of Additional Information of the Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Series, unless otherwise directed by the Directors of the Fund or ISI, and will place orders with to execute transactions accordingly;
(d) to provide to the Series the benefit of all of the investment analysis and research, the reviews of current economic conditions and of trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Series should be invested in the various types of securities authorized for purchase by the Series; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Series' securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsSeries, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, sale of Fund shares, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Series may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund. Transactions may be effected through qualified broker-dealers who recommend the Fund to their clients, or who act as agent in the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares purchase of the Fund's shares for their clients. When a number of brokers and dealers can provide comparable best price and execution on a particular transaction, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of may consider the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Subshares by a broker or dealer in selecting among qualified broker-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserdealers.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients and in accordance with all laws and regulations applicable to the Sub-Adviser. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Deutsche Global/International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. The Adviser acknowledges that it has received a copy of the best execution policy of the Sub-Adviser. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except . Specific instructions given by the Adviser in relation to the extent permitted execution of orders (including in respect of the selection of a broker or counterparty) may prevent the Sub-Adviser from following its best execution policy in relation to such orders in respect of the elements of execution covered by the certain exemptive rules instructions. The Adviser instructs the Sub-Adviser not to make public Adviser Limit Orders (that is, a specific instruction from the Adviser to the Sub-Adviser to buy or sell a financial instrument at a specified price limit or better and for a specified size in respect of shares admitted to trading on a regulated market which are not immediately executed under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesprevailing market conditions). The Sub-Adviser shall not be responsible may enter into commission sharing arrangements for executing portfolio transactions for third party research in order to obtain best execution in accordance with the Fund involving North- or South-American securities, which will continue to be executed by the AdviserFCA Rules as defined in Section 1A(b). To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and proceduresIn this regard, the Sub-Adviser may receive nonwill direct Fund trades to a particular broker-monetary benefits from brokers dealer with the instruction that the broker dealer execute the transaction and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request allocate a portion of the Adviser or the Fundcommission to a research provider. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.advisory
Appears in 1 contract
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and in the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Funds' portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to Funds. In the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage selection of a broker or disadvantage of the Fund. The Adviser consents that the best execution principles may provide dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus other qualified brokerage firms, as well as all other relevant factors and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assetscircumstances, including the name size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the issuerparticular transactions, and the description and amount apparent knowledge or number of shares of the security familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-AdviserFunds.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Money Market Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall shall, subject to Section 2 hereof, manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including by recommending the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, except as set forth in the written instructions and directions of the Adviser, as currently in effect and as amended or supplemented from time to time and, in each case, as previously provided to Sub-Adviser (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, recommend from time to timetime what Assets should be purchased, retained or sold by the Fund.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall shall, solely with respect to the Assets, act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust (in each case, as previously provided to Sub-Adviser) and will conform to and comply with the requirements of the 1940 Act, Act and Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that .
(c) the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of maintain all books and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates records with respect to transactions in securities or other assets concerning involving the Fund or another Sub-Advised Fund, except to the extent permitted Assets required by the certain exemptive rules subparagraphs (b)(10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesAct. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser its services under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of a Fund required by Rule 31a-1 under law applicable the 1940 Act to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECextent applicable. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Adviser).
(d) The Assets of the Fund shall be held by the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordscustodian. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any at no time have custody or physical control of its responsibilities under this Agreement including all means for the effecting of securities transactionsAssets.
(e) The Sub-Adviser will make its officers To the extent called for by the Trust’s Compliance Policies and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In additionProcedures, the Sub-Adviser shall, or as reasonably requested by the Adviser, for itself and on behalf of the a Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice the Fund with information and assistance guidance regarding the Assets to reasonably assist the Fund in determining the appropriate valuation of such Assets; provided that the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus acknowledges and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to agrees that the Sub-Adviser of providing advisory services hereunderis not a valuation agent.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of investment management services provided by the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may shall be free to render investment advice, management and other similar services to other investment companies and clients. others, as long as such services do not materially impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is reasonably likely to clients other than the Fund or for materially impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance In performance of doubtits duties and obligations under this Agreement, the Sub-Adviser shall not be responsible for exercising consult with any voting rights relating other sub-adviser to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the a Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Suba sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.adviser to
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (SEI Catholic Values Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance furnish the Adviser with information and advice, including advice on the allocation of investments among emerging market countries or regions, relating to such policies and procedures portion of the Fund's assets as the Parties may agree Adviser shall from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus time designate (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with "Designated Assets"). Subject to the instructions and directions supervision of the Adviser and Trustees of the Board of Directors of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser will: (a) manage the Designated Assets on behalf of the Fund or in accordance with the Fund's investment objective, policies and limitations as stated in the Trust's then current Prospectus (the "Prospectus") and Statement of Additional Information (the "Statement"), and the Trust's Declaration of Trust dated February 15, 1985, and By-Laws, each as from time to time in effect (respectively, the "Declaration" and the "By-Laws") and in compliance with the 1940 Act and the rules, regulations and orders thereunder; (b) make investment decisions with respect to the Designated Assets; (c) place purchase and sale orders for portfolio transactions with respect to the Designated Assets; (d) manage otherwise uninvested cash assets with respect to the Designated Assets; (e) as the agent of the Fund, give instructions (including trade tickets) to the custodian and any sub-custodian of the Fund as to deliveries of securities, transfers of currencies and payments of cash with respect to the Designated Assets (the Sub-Adviser shall promptly notify the Adviser of such instructions); (f) employ professional portfolio managers to provide research services to the Fund; (g) attend periodic meetings of the Board of Trustees of the Trust and (h) obtain all the registrations, qualifications and consents, on behalf of the Fund, which are necessary for the Fund to purchase and sell assets in each jurisdiction (other registered investment companies (or series or portions thereofthan the United States) that may be deemed in which the Fund's Designated Assets are to be under common controlinvested (the Sub-Adviser shall promptly provide the Adviser with copies of any such registrations, or qualifications and consents). In providing these services, the Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets. The Sub- Adviser shall be responsible for monitoring the Fund’s principal underwriter's compliance with the Prospectus, acting as principal in the transactionStatement, except to the extent permitted by Declaration, the Securities and Exchange Commission (“SEC”) By-Laws and the 1940 Act and approved by (or pursuant to procedures of) the Adviser rules, regulations and orders thereunder and in monitoring such compliance the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions do so in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request functional currency of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide only be responsible for compliance with the above-mentioned restrictions in regards to the Adviser or the Board of Directors such information as provided for in Appendix A to this AgreementDesignated Assets. The Adviser agrees to provide the Sub-Adviser shall keep and maintain the books and records relating to the Assets required to with such assistance as may be kept and maintained reasonably requested by the Sub-Adviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's affairs. The From time to time the Adviser shall inform will notify the Sub-Adviser in a timely manner about such information relating of the aggregate U.S. Dollar amount of the Designated Assets. The Adviser will have responsibility for exercising proxy, consent and other rights pertaining to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s requestDesignated Assets; provided, however, that the Sub-Adviser may also retain a copy will, as requested, make recommendations to the Adviser as to the manner in which such proxy, consent and other rights shall be exercised. Should the Trustees of such records. The the Trust or the Adviser at any time make any determination as to investment policy and notify the Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreementthereof in writing, the Sub-Adviser shall preserve be bound by such determination for the periods prescribed by Rule 31a-2 under the 1940 Actperiod, and Rule 204-2 under the Investment Advisers Act of 1940if any, as amended (the “Advisers Act”)specified in such notice or until notified that such determination has been revoked. Further, any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon or the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers Trustees of the Adviser and the Corporation’s officers and Directors on due Trust may at any time, upon written notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by suspend or restrict the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department right of the Sub-Adviser in advance of any reports to determine what Designated Assets shall be purchased or sold and documents which are necessary to comply with the legal requirements what portion, if any, of the Fund's Designated Assets shall be held uninvested. The Sub-Adviser shall provide such sub-certifications as officers of It is understood that the Adviser or the Corporation may reasonably request in connection undertakes to discuss with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser any such determinations of investment policy and any such suspension or restrictions on the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties right of the Sub-Adviser set forth in section 1 are performed by to determine what Designated Assets Fund shall be purchased or sold or held uninvested, prior to the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timeimplementation thereof.
Appears in 1 contract
Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, relating to supervision the Global Equity Fund, and oversight to such other portions of the Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Fund's portfolio securities included in the Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser of the aggregate US Dollar amount of the Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased, sold or exchanged with the Designated Assets, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to compliance with provisions of the Fund's Declaration of Trust and By-Laws as then in effect, the provisions of the Investment Company Act of 1940 and the provisions of the Fund's then current Prospectus and Statement of Additional Information (copies of all which, as amended from time to time, will be furnished to the Sub-Adviser by the Adviser). For the purposes of compliance with the prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may suggest additions to this list but agrees not to purchase any suggested securities until such security has been approved by the Adviser and as meeting the Fund’s Board 's social criteria. The Adviser agrees that it will promptly and thoroughly research the suitability, under its social criteria, of Directorsany suggested security. Should the Trustees of the Fund or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall manage all of be bound by such determination for the securities and other assets period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Fund entrusted to it by the Adviser hereunder (the “Assets”)may at any time, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject upon notice to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as Adviser, suspend or restrict the Parties may agree from time to time.
(b) In the performance right of its duties and obligations under this Agreement, the Sub-Adviser to determine what assets shall act in conformity with be purchased, sold or exchanged from the Corporation’s constituent documents Designated Assets and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions what portion, if any, of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser Designated Assets shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreementheld uninvested. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine take, on behalf of the Assets Fund, all actions which it deems necessary to be purchased implement policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase, sale, or sold exchange of securities of the Fund's account with brokers, dealers, or bankers selected by the Fund it, and will place orders with or through only those brokers or dealers to that appear on a list of brokers and dealers approved by the Adviser and made available to end the Sub-Adviser from time is authorized as the agent of the Fund to timegive instructions to the Custodian and any Sub-Custodian of the Fund as to deliveries of securities and gold, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will carry out advise the policy Adviser on the same day it gives any such instructions. In connection with respect to brokerage set forth in the Fund’s registration statement selection of such brokers, dealers or bankers and the Prospectus or as the Board placing of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directorsorders, the Sub-Adviser is authorized directed to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction seek for the Fund which is execution at the most favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of effecting a securities transaction in excess of the amount of commission Commission another broker or dealer would have charged for effecting that transaction iftransaction, but only if, if the Sub-Adviser determines determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- dealer, viewed in terms of either that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates 's overall responsibilities with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as exercises investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserdiscretion.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Investment Advisory Agreement (Citizens Investment Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Registration Statement, as from time to time amended, under the Investment Company Act of its duties and obligations under this Agreement1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to each Fund's portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilitiesFunds. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures follow a policy of considering sales of shares of the Fund as may be a factor in effect from time the selection of broker/dealers to timeexecute portfolio transactions, subject to the requirements of best execution discussed above. In the selection of a broker or dealer for execution of any negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus other qualified brokerage firms, as well as all other relevant factors and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assetscircumstances, including the name size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the issuerparticular transactions, and the description and amount apparent knowledge or number of shares of the security familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-AdviserFunds.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Money Market Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), the Trust’s Declaration of Trust (as defined herein), as amended from time to time, the Trust’s amended and restated by-laws, as amended from time to time, any other investment guidelines on instructions received by the Sub-Adviser in writing from the Adviser from time to time and subject to the following:
(a) Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Advisees receipt.
(b) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by a Fund, and what portion of the Assets will be invested or held uninvested in cash.
(bc) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cd) The Sub-Adviser shall determine the Assets to be purchased or sold by the a Fund as provided in subparagraph (b) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the a Fund’s registration statement compliance policy and the Prospectus procedures or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions and directions of the Adviser or guidelines established by the Board of DirectorsTrustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed -viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a Fund. In addition, the FundSub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the a Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) ), the Investment Advisers Act of 1940, as amended (the (“Advisers Act”), and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(de) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-I under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, howeverif there is no successor sub-adviser, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder).
(f) The Sub-Adviser shall provide the a Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the a Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In To the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing extent called for by the AdviserTrust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall have no further authority to act for or represent provide the Fund or with information and advice regarding Assets to assist the Corporation Fund in any way or otherwise be deemed to be an agent determining the appropriate valuation of the Fund, the Corporation or the Adviser. If any occasion should arise in which such Assets.
(h) The investment management services provided by the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may shall be free to render investment advice, management and other similar services to other investment companies and clients. others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(i) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is reasonably likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the Assets time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.
(k) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAssets.
(il) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures a Fund as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy a Fund and to such situationother clients under the circumstances.
(m) The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets in accordance that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(n) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(1) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s partners, officers, employees or control affiliates; provided, however, that the use of such policies and procedures as mediums does not relieve the Parties may agree Sub-Adviser from time to timeany obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees of the Trust (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Allocated Assets”), including the purchase, retention and disposition of the Allocated Assets, in accordance with the each Fund’s investment objective, guidelines, policies and restrictions as stated in the Fund’s prospectus, its prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Allocated Assets will be purchased, retained or sold by the Funds.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser, and the Trust’s policies and procedures provided to the Sub-Adviser, and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Allocated Assets to be purchased or sold by the Fund Funds, including in wholly-owned subsidiaires established by one or more Funds into which assets are contributed by the Adviser to the Sub-Adviser’s trading discretion and will place orders with or through only those such persons, brokers or dealers (including brokers that appear on a list of brokers trade and dealers approved by the Adviser and made available settle commodities contracts), to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities and other applicable laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the securitysecurity or other instrument, the price of the securitysecurity orother instrument, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular securities transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Allocated Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Allocated Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Allocated Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Allocated Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs services for various other clients in advance addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for a particular Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any reports financial condition that is reasonably and documents which are necessary foreseeably likely to comply impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall, unless and until otherwise directed by the Adviser or the Board and consistent with the legal requirements best interests of the each Fund, be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to securities held by each Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities. The Sub-Adviser shall provide such sub-certifications as officers will have no obligation to advise, initiate or take any other action on behalf of the Adviser Adviser, the Funds or the Corporation may reasonably request Allocated Assets in connection with any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the filings of Form N-CSR securities or Form N-Q (other instruments comprising the Allocated Assets or any similar form) by the Fundother matter. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping Sub-Adviser notify Adviser of any potential proofs of claims relating to the FundAllocated Assets or any other matter and will not notify the Adviser, the Funds or the Trust’s assets custodian of class action settlements or bankruptcies relating to the Allocated Assets.
(i) In performance of its duties and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Allocated Assets, except as permitted by the policies and procedures of the sameFunds. The Sub-Adviser shall not hold provide advice hereunder to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAllocated Assets.
(gj) In On occasions when the performance Sub-Adviser deems the purchase or sale of its duties hereundera security or other instrument or asset to be in the best interest of the Funds as well as other clients of the Sub-Adviser, the Sub-Adviser is may, to the extent permitted by applicable law and shall regulations, aggregate the order for securities or other instruments or assets to be an independent contractor and, as expressly provided hereinsold or purchased. In such event, the Sub-Adviser is authorized will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to act be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to the Funds’ transactions and keep the Board and the Adviser fully informed on behalf ofan ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Allocated Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Allocated Assets that is required to be filed by the Adviser or the Corporation Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in any way a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or otherwise be deemed to be an agent a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the FundAllocated Assets, as necessary and reasonably requested by the Corporation Adviser or its agent, and use reasonable efforts to arrange for the Adviser. If any occasion should arise in which provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement if market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (ETF Opportunities Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) each Fund's investment policies as set forth in the Company's Registration Statement, as from time to time amended, under the Investment Company Act of its duties and obligations under this Agreement1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of each Fund should be invested in the various types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to each Fund's portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilitiesFunds. The Sub-Adviser may, but shall be under no obligation to, buy securities for may follow a policy of considering sales of shares of the Fund at Funds as a factor in the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such casesselection of broker/dealers to execute portfolio transactions, subject to applicable legal and regulatory requirements, and in compliance with such procedures the requirements of best execution discussed above. In the Fund as may be in effect from time to timeselection of a broker or dealer for execution of any negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus other qualified brokerage firms, as well as all other relevant factors and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assetscircumstances, including the name size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the issuerparticular transactions, and the description and amount apparent knowledge or number of shares of the security familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-AdviserFunds.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Specialty Funds Inc)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written noticeof speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may be purchased or sold. In additionWhere the commission rate reflects services, for reliability and other relevant factors in addition to the duration cost of this Agreementexecution, the Sub-Adviser shall preserve have the burden of demonstrating that such expenditures were bona fide and for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements benefit of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser Advice on investments may extend to investments not traded or the Corporation may reasonably request in connection with the filings of Form N-CSR exchanges recognized or Form N-Q (or any similar form) designated by the FundSecurities and Investments Board. The Both parties to acknowledge that the advice given under this Agreement agree may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, unfavorable as well as favorable on the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the samegain or loss experienced on an investment. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco International Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, ISI hereby employs the Sub-Adviser shall manage all of the securities and other assets of to act as investment adviser to the Fund entrusted and to it by furnish the Adviser hereunder (the “Assets”)investment advisory services described below, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies broad supervision of ISI and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation Fund, for the period and will conform on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and comply with to assume the requirements obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the 1940 ActFund. The Sub-Adviser hereby agrees to manage the investment operations of the Fund's Series, subject to the supervision of the Fund's directors (the "Directors") and ISI. Specifically, the Sub-Adviser agrees to perform the following services:
(a) to manage the investment and reinvestment of all the assets, now or hereafter acquired, of the Fund's Series, and to execute all purchases and sales of portfolios securities;
(b) to maintain a continuous investment program for the Fund's Series, consistent with (i) the Series' investment policies as set forth in the Fund's Articles of Incorporation, Bylaws, and Registration Statement, as from time to time amended, under the Investment Company Act of 1940, and in any Prospectus and/or Statement of Additional Information of the Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund's Series, unless otherwise directed by the Directors of the Fund or ISI, and will place orders with to execute transactions accordingly;
(d) to provide to the Fund's Series the benefit of all of the investment analysis and research, the reviews of current economic conditions and of trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Fund's Series should be invested in the various types of securities authorized for purchase by the Series; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Series' securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in execution of transactions for the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors's Series, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, sale of Fund shares, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund. Fund transactions may be effected through qualified broker-dealers who recommend the Fund to their clients, or who act as agent in the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares purchase of the Fund's shares for their clients. When a number of brokers and dealers can provide comparable best price and execution on a particular transaction, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of may consider the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Subshares by a broker or dealer in selecting among qualified broker-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserdealers.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the glidepath established by the Sub-Adviser for the Fund as amended or supplemented from time to time (the “Glidepath”) and consistent with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), as well as any other objectives, policies or limitations as the parties may agree to in writing from time to time, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix BA) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to any of the Prospectus Operating Documents until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser parties shall inform the Sub-Adviser each other of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the underlying portfolios (each an “Underlying Portfolio” and collectively the “Underlying Portfolios”) to be purchased, retained or sold by each Fund and shall determine the portion of each Fund’s Assets to be purchased or sold by invested in each of the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to timeUnderlying Portfolios. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus Underlying Portfolios shall include those funds or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution portfolios for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-its affiliate serves as investment adviser of (the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SECPooling Portfolios”) and those funds or portfolios for which the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, affiliate serves as investment adviser and as agreed to by the parties from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the each Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A B to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the a Fund with the SEC or sent to shareholders under the Securities Act of 1933, as amended (the “1933 Act Act”) or 1940 Act (including the rules adopted thereunderhereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the a Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the a Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 31a-2(e) under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the a Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due reasonable prior written notice to review the investments Underlying Portfolios and investment program of the each Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the each Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the each Fund’s custodian and the each Fund’s Accountant with each business day’s information relating to all matched transactions in Underlying Portfolios concerning the Fund’s Assets, including the name of the issuerUnderlying Portfolio, the description and amount or number of shares of the security Underlying Portfolio purchased or sold, the market price, commission and gross or Underlying Portfolio’s net price, trade date, settlement date and identity of the effecting broker or dealer, asset value and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the each Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request of a non-affiliated sub-adviser in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the a Fund. The parties to this Agreement agree that the each Fund has made arrangements for the safekeeping of any of the Fund’s assets Assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset Asset of the a Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) . In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund Funds or the Corporation Trust in any way or otherwise be deemed to be an agent of the FundFunds, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the a Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of sell any asset Underlying Portfolio on behalf of the Fund Funds that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the a Fund. The Sub-Adviser shall not also provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets Assets held by the a Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Allstate Financial Investment Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the FundTrust’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other investment assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, subject to the provisions of the Trust’s Agreement and Declaration of Trust and the Trust’s By-Laws and in accordance with the Fund’s investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectusProspectus, Statement of Additional Information (“SAI”) and all portions of and exhibits to the related registration statement of additional informationon Form N-1A (together, the “Fund Registration Statement”), as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”)time, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash or cash equivalent instruments as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Sub- Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (SAI, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws and laws, rules, regulations, and case law that relate to the services and relationships described hereunder and to the conduct of the Sub-Adviser’s business as each is amended from time to time; provided however, that the a registered investment adviser. The Sub-Adviser shall be under no obligation maintain compliance procedures that are adequate to comply ensure the compliance with any amendment and/or supplement to the Prospectus until such time as foregoing. No supervisory activity undertaken by the Adviser or by the Board shall limit the Sub-Adviser has been notified Adviser’s full responsibility for any of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementforegoing.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and consistent with instructions from the Adviser (if any) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus Registration Statement or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund the best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including but not limited to the breadth of the market in the security, the price of the security, the speed of execution, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to Consistent with any instructions and directions of the Adviser or guidelines established by the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsAct, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) SEC and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Sub- Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser (approved in accordance with applicable law) upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance addition to the Fund and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any reports financial condition that is reasonably and documents foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall not be responsible for reviewing proxy solicitation materials and voting and handling proxies. The Sub-Adviser will have no obligation to advise, initiate or take any other action on behalf of the Adviser, the Fund or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter, but will promptly notify the Adviser, the Fund or the Trust’s custodian of any class action settlements or bankruptcies relating to the Assets of which are necessary it becomes aware.
(i) In performance of its duties and obligations under this Agreement, the Sub- Adviser shall not consult with any other sub-adviser to comply the Fund or a sub-adviser to a portfolio that is under common control with the legal requirements Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide such investment advice to any assets of the Fund other than the Assets, which it sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q advises.
(or any similar formj) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the same. The Sub-Adviser shall not hold any asset best interest of the Fund (or the Fund’s documents as well as other clients of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority may, to act the extent permitted by applicable law and regulations, aggregate the order for or represent the Fund or the Corporation in any way or otherwise be deemed securities to be an agent of the Fundsold or purchased. In such event, the Corporation Sub- Adviser will allocate securities so purchased or sold, as well as the Adviser. If any occasion should arise expenses incurred in which the transaction, in a manner the Sub-Adviser gives any advice reasonably considers to be equitable and consistent with its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services fiduciary obligations to the Fund pursuant and to this Agreement are not to be deemed to be exclusive, and it is understood that such other clients under the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. circumstances.
(k) The Sub-Adviser may provide advice shall maintain books and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken records with respect to the Fund. Furthermore, ’s securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that all material facts concerning the Sub-Adviser or an affiliate may purchase or sell for and its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections key investment personnel providing services with respect to securities held by the Fund. For Fund and the avoidance of doubt, investment and the Sub-Adviser shall not be responsible for exercising any voting rights relating to any reinvestment of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of furnish to the Fund Adviser or the Adviser in any class action proceedings involving assets held by the Fund Board such reasonably requested regular, periodic and special reports, balance sheets or Assets of issuers of securities held by the Fund.
(i) To the extent that financial information, and such other information with regard to its affairs as the Adviser has retained any portfolio management or Board may reasonably request and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate will attend meetings with the Adviser in and/or the performance Trustees, as reasonably requested, to discuss the foregoing. Upon the request of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will shall also furnish to the Adviser any other information relating to the Assets that is required to be deemed filed by the Adviser or the Trust with the SEC or sent to have satisfied such duties hereunder. In shareholders under the event 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in the Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a potential conflict or disagreement, portion of the parties agree to work together to remedy such situationFund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent and shall also provide other trade related services for implement the Assets in accordance with such policies and procedures as valuations provided by the Parties may agree from time to timeAdvisor (if any).
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Northern Lights Fund Trust IV)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), the Trust's Declaration of Trust (as defined herein), as amended from time to time, the Trust's amended and restated by-laws, as amended from time to time, any other investment guidelines on instructions received by the Sub-Adviser in writing from the Adviser from time to time and subject to the following:
(a) Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt.
(b) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by a Fund, and what portion of the Assets will be invested or held uninvested in cash.
(bc) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cd) The Sub-Adviser shall determine the Assets to be purchased or sold by the a Fund as provided in subparagraph (b) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the a Fund’s registration statement compliance policy and the Prospectus procedures or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions and directions of the Adviser or guidelines established by the Board of DirectorsTrustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed -viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a Fund. In addition, the FundSub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the a Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) ), the Investment Advisers Act of 1940, as amended (the (“Advisers Act”), and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(de) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, howeverif there is no successor sub-adviser, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder).
(f) The Sub-Adviser shall provide the a Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the a Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In To the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing extent called for by the AdviserTrust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall have no further authority to act for or represent provide the Fund or with information and advice regarding Assets to assist the Corporation Fund in any way or otherwise be deemed to be an agent determining the appropriate valuation of the Fund, the Corporation or the Adviser. If any occasion should arise in which such Assets.
(h) The investment management services provided by the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may shall be free to render investment advice, management and other similar services to other investment companies and clients. others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(i) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is reasonably likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days' written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the Assets time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.
(k) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAssets.
(il) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures a Fund as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy a Fund and to such situationother clients under the circumstances.
(m) The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets in accordance that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(n) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s partners, officers, employees or control affiliates; provided, however, that the use of such policies and procedures as mediums does not relieve the Parties may agree Sub-Adviser from time to timeany obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Fund and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and Board of Directors of the Fund’s Board , for the period and on the terms and conditions set forth in this Agreement. The Sub- Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Sub-Adviser hereby agrees to manage the investment operations of the Fund, subject to the supervision of the Fund's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Fund's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Fund or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in servicing all of its accounts, and not all such services may be used by the manner the Sub-Sub- Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Emerging Opportunity Funds Inc)
Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, relating to supervision the Income Fund and oversight the Emerging Growth Fund, and to such other portions of the Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and any other rights pertaining to the Fund's portfolio securities included in the Designated Assets shall be exercised. From time to time the Adviser will notify the Sub-Adviser of the aggregate US Dollar amount of the Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased, sold or exchanged with the Designated Assets, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to compliance with provisions of the Fund's Declaration of Trust and By-Laws as then in effect, the provisions of the Investment Company Act of 1940 and the provisions of the Fund's then current Prospectus and Statement of Additional Information (copies of all which, as amended from time to time, will be furnished to the Sub-Adviser by the Adviser). For the purposes of compliance with the prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may suggest additions to this list but agrees not to purchase any suggested securities until such security has been approved by the Adviser and as meeting the Fund’s Board 's social criteria. The Adviser agrees that it will promptly and thoroughly research the suitability, under its social criteria, of Directorsany suggested security. Should the Trustees of the Fund or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall manage all of be bound by such determination for the securities and other assets period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Fund entrusted to it by the Adviser hereunder (the “Assets”)may at any time, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject upon notice to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as Adviser, suspend or restrict the Parties may agree from time to time.
(b) In the performance right of its duties and obligations under this Agreement, the Sub-Adviser to determine what assets shall act in conformity with be purchased, sold or exchanged from the Corporation’s constituent documents Designated Assets and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions what portion, if any, of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser Designated Assets shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreementheld uninvested. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine take, on behalf of the Assets Fund, all actions which it deems necessary to be purchased implement policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase, sale, or sold exchange of securities of the Fund's account with brokers, dealers, or bankers selected by the Fund it, and will place orders with or through only those brokers or dealers to that appear on a list of brokers and dealers approved by the Adviser and made available to end the Sub-Adviser from time is authorized as the agent of the Fund to timegive instructions to the Custodian and any Sub-Custodian of the Fund as to deliveries of securities and gold, transfers of currencies and payments of cash for the account of the Fund. The Sub-Adviser will carry out advise the policy Adviser on the same day it gives any such instructions. In connection with respect to brokerage set forth in the Fund’s registration statement selection of such brokers, dealers or bankers and the Prospectus or as the Board placing of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directorsorders, the Sub-Adviser is authorized directed to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction seek for the Fund which is execution at the most favorable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this requirement the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of effecting a securities transaction in excess of the amount of commission Commission another broker or dealer would have charged for effecting that transaction iftransaction, but only if, if the Sub-Adviser determines determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- dealer, viewed in terms of either that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates 's overall responsibilities with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser further agrees that it will provide copies of shall at all times make a reasonable and good faith determination that such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of brokerage or research services provided by such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information dealer are of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect benefit to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Investment Advisory Agreement (Citizens Investment Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Funds' portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to Funds. In the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage selection of a broker or disadvantage of the Fund. The Adviser consents that the best execution principles may provide dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus other qualified brokerage firms, as well as all other relevant factors and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assetscircumstances, including the name size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the issuerparticular transactions, and the description and amount apparent knowledge or number of shares of the security familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-AdviserFunds.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the glidepath established by the Sub-Adviser for the Fund as amended or supplemented from time to time (the “Glidepath”) and consistent with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), as well as any other objectives, policies or limitations as the parties may agree to in writing from time to time, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix BA) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to any of the Prospectus Operating Documents until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser parties shall inform the Sub-Adviser each other of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the underlying portfolios (each an “Underlying Portfolio” and collectively the “Underlying Portfolios”) to be purchased, retained or sold by each Fund and shall determine the portion of each Fund’s Assets to be purchased or sold by invested in each of the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to timeUnderlying Portfolios. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus Underlying Portfolios shall include those funds or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution portfolios for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-its affiliate serves as investment adviser of (the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SECPooling Portfolios”) and those funds or portfolios for which the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, affiliate serves as investment adviser and as agreed to by the parties from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the each Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A B to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the a Fund with the SEC or sent to shareholders under the Securities Act of 1933, as amended (the “1933 Act Act”) or 1940 Act (including the rules adopted thereunderhereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the a Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the a Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 31a-2(e) under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the a Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due reasonable prior written notice to review the investments Underlying Portfolios and investment program of the each Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the each Fund, furnish to the Adviser such information as may be agreed by the parties from time to time whatever information the Adviser reasonably believes to be appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the each Fund’s custodian and the each Fund’s Accountant with each business day’s information relating to all matched transactions in Underlying Portfolios concerning the Fund’s Assets, including the name of the issuerUnderlying Portfolio, the description and amount or number of shares of the security Underlying Portfolio purchased or sold, the market price, commission and gross or Underlying Portfolio’s net price, trade date, settlement date and identity of the effecting broker or dealer, asset value and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the each Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request of a non-affiliated sub-adviser in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the a Fund. The parties to this Agreement agree that the each Fund has made arrangements for the safekeeping of any of the Fund’s assets Assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset Asset of the a Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) . In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund Funds or the Corporation Trust in any way or otherwise be deemed to be an agent of the FundFunds, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the a Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of sell any asset Underlying Portfolio on behalf of the Fund Funds that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any the assets of the Assets of the FundPooling Portfolios. The Sub-Adviser shall not also provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets Assets held by the a Fund or Assets of issuers of securities held by the Fund.
(i. Consistent with Section 12(d)(1)(F) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund1940 Act, a Fund will exercise voting rights with respect to its shares of a Pooling Portfolio by seeking instructions from its shareholders as to how to vote shares of the Sub-Adviser agrees to coordinate and cooperate with Pooling Portfolio or by voting the Adviser shares held by it in the performance of its duties in accordance with such policies and procedures same proportion as the parties may agree from time to time. To the extent that any duties vote of all other shareholders of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situationPooling Portfolio. The Sub-Adviser shall also provide other trade related services for the Assets will exercise voting rights with respect to a Fund’s holdings in accordance with such policies and procedures as the Parties may agree from time to timeshares of any Underlying Portfolio that is not a Pooling Portfolio.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Allstate Financial Investment Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by provide the Adviser hereunder (with a target allocation which represents the “Assets”), including Sub-Adviser’s recommendations as to the purchase, retention and disposition of the securities for the Fund (the “Assets”), in accordance with the Fund’s investment objective, objective and policies and restrictions as stated in the Fund’s prospectus, 's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), ) and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940 (the “Advisers Act”), the Internal Revenue Code of 1986, as amended (the “Code”), the Commodity Exchange Act, as amended (“CEA”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by provide the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund target allocation which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, represents the Sub-Adviser’s recommendations as to the purchase, any other sub-adviser retention and disposition of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted Assets by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or Adviser pursuant to procedures of) a communication process agreed to in writing by the Adviser and the Board of Directorsparties. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of included in the Fundtarget allocation.
(dc) The Sub-Adviser shall maintain and keep all books and records with respect to the Sub-Adviser’s recommendations as to the purchase, retention and disposition of the securities for the Fund required by applicable law. The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFund or the Trust. The Sub-Adviser shall provide to the Adviser or and/or the Board of Directors Trustees such periodic and special reports, balance sheets or financial information and such other information with regard to its affairs as provided for in Appendix A to this Agreement. the Adviser or Board of Trustees may reasonably request.
(d) The Sub-Adviser shall maintain and keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser services under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund under law required by applicable to the Adviser or the Fundlaw. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund, and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsrequest. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement Agreement, including all means for the effecting of securities transactions.
(e) The Sub-Adviser will also make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the FundTrust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf Board of Trustees of the Fund Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the AdviserAdviser and Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including (i) information about the profitability to the Sub-Adviser of providing advisory services hereunder; and (ii) the advisory or sub-advisory fee schedules and effective fee rates for each comparable fund advised or sub-advised by the Sub-Adviser and for comparable institutional accounts, and any other client of the Sub-Adviser for like services.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser and approved by the Board of Trustees from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided for herein, the Sub-Adviser is authorized to act on behalf of, and or represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for for, or represent represent, the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the The Sub-Adviser shall not be responsible for (i) exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide ; (ii) providing any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets assets of issuers of securities held by the Fund; or (iii) taking corporate action elections with respect to securities held by the Fund.
(i) Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act and the approval of the Adviser, the Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser's own cost and expense for the purpose of furnishing one or more of the services described in this section with respect to the Fund. Retention of a sub-adviser hereunder shall in no way reduce the responsibilities or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the Fund for all acts or omissions of any sub-adviser in connection with the performance of the Sub-Adviser's duties hereunder.
(j) Without further verification or inquiry by the Sub-Adviser, the Sub-Adviser is authorized to rely on instructions or directions provided by (1) the Board of Trustees, officers of the Fund and portfolio managers named in the Fund’s currently effective Prospectus who are employees of the Adviser; and (2) other persons designated by the Adviser and identified to the Sub-Adviser as “Authorized Persons” pursuant to this Agreement, provided that instructions or directions provided pursuant to this Section 1(j)(2) are provided in writing (which may include e-mail or facsimile transmissions).
(k) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the Adviser’s performance of its duties herein, in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub Adviser to supervision act as investment adviser to the Company and oversight by to furnish the Adviser and the Fund’s Board of Directorsinvestment advisory services described below, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingbroad supervision of INVESCO and Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub Adviser agrees to perform the following services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long range investment policy now or through only those hereafter generally available to investment advisory customers of the Sub Adviser;
(e) to determine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Funds action and any other rights pertaining to the Funds' portfolio securities shall be exercised. With respect to execution of transactions for the Funds, the Sub Adviser is authorized to employ such brokers or dealers that appear on a list of brokers and dealers approved by as may, in the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out Sub Adviser's best judgment, implement the policy with respect of the Funds to brokerage set forth in obtain prompt and reliable execution at the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities lawsmost favorable price obtainable. In executing portfolio transactions and selecting brokers assigning an execution or dealersnegotiating the commission to be paid therefor, the Sub-Sub Adviser will use its best efforts is authorized to obtain consider the full range and quality of a broker's services which benefit the Funds, including but not limited to research and analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services prepared and furnished by brokers through which the Sub Adviser effects securities transactions on behalf of the Fund best executionFunds may be used by the Sub Adviser in servicing all of its accounts, and not all such services may be used by the Sub Adviser in connection with the Funds. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth selection of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess execution of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only ifany negotiated transaction, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Sub Adviser shall not be responsible have no duty or obligation to seek advance competitive bidding for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In negotiated commission rate for such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by or to select any broker solely on the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with basis of its fiduciary obligations to the Fund and to purported or "posted" commission rate for such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser maytransaction, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Sub Adviser shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may also retain a copy be purchased or sold. Where the commission rate reflects services, reliability and other relevant factors in addition to the cost of execution, the Sub Adviser shall have the burden of demonstrating that such recordsexpenditures were bona fide and for the benefit of the Funds. The Sub-Adviser agrees to permit the Advisermay recommend transactions in which it has directly or indirectly a material interest, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, in unregulated collective investment schemes including any operated or advised by the Sub-Adviser shall preserve for or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the periods prescribed by Rule 31a-2 under the 1940 Act, Securities and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, Investments Board. Both parties acknowledge that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities advice given under this Agreement including all means for may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, unfavorable as well as favorable on the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors gain or loss experienced on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditionsan investment. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco International Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this AgreementAgrement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients and in accordance with all laws and regulations applicable to the Sub-Adviser. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Deutsche International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all that portion of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (as it relates to the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Fund and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. With respect to any such instructions and directions, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent may request that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal instructions and state laws having effect on the services provided by the Sub-Adviser under this Agreementdirections be made in writing.
(cb) The Sub-Adviser shall determine the Assets to be purchased purchased, retained or sold by the Fund and what portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundTrust’s registration statement and the Fund’s Prospectus or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with federal securities laws. To the extent that the Sub-Adviser is permitted pursuant to the Fund’s Prospectus to engage in transactions that are required to be executed under a trading agreement (e.g., derivative transactions or repurchase agreements), the Sub-Adviser shall only enter into such transactions with a dealer or counterparty that has entered into an agreement with the Fund. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any written instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions approval of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets knowingly be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Trust, or the FundTrust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Trust (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to Without limiting the advantage or disadvantage generality of the Fund. The foregoing, the Sub-Adviser consents that may use average price accounts to establish the best execution principles may provide price at which securities are purchased or sold when such transactions are for an execution the account of orders outside regulated markets the Fund and multilateral trading facilitiesother funds or accounts advised by the Sub-Adviser. The Sub-Adviser may, but shall be under no obligation to, may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund Trust as may be in effect from time to timetime of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees, as the case may be, is so obtained. The Sub-Adviser has not made and is not making any guarantees, including any guarantee as to any specific level of performance of the Fund or the performance of the Fund relative to any standard or index, including other clients of the Sub-Adviser. For the avoidance of doubt, the Adviser acknowledges that there may be differences in investments and deviations in the performance of the Assets and other accounts for which the Sub-Adviser provides investment advisory services as a result of numerous factors, including, but not limited to, differences in investment guidelines, regulatory restrictions, including the 1940 Act and the Code, availability of cash or liquidity, expense ratios (for performance deviations only), timing of subscriptions and redemption and legacy positions in the other accounts that cannot be duplicated for the Assets.
(dc) The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub- Adviser shall keep the Adviser informed of developments materially affecting the FundFund or the Trust. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall maintain and keep and maintain the books and records relating to the Assets required to be maintained and kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and (while it may retain copies thereof) shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsAdviser). The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will also make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on reasonable due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the FundTrust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf Board of Trustees of the Fund Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-AdviserAdviser and Trust’s expenseofficers and to each of its Trustees, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund Trust or the Adviser may reasonably request. Such reports to be provided at the Sub-Adviser’s expense, only to extent that such report can be reasonably generated by the Sub-Adviser internally. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation proceduresprocedures of which the Sub-Adviser is advised in writing. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers on a reasonable frequency and Directors upon reasonable advance notice and Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant Custodian with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance in writing of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in writing in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. .
(g) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(h) Subject to the following, the The Sub-Adviser shall take be responsible for corporate action elections with respect to securities held by the Fund. For the avoidance of doubtelections; provided, however, that the Sub-Adviser shall not be responsible for exercising any voting rights relating proxies received with respect to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To , unless the extent that Adviser, subject to concurrence and delegation by the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf Trust’s Board of the FundTrustees, notifies the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent writing that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to shall have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timeresponsibility.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (DWS Market Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and Declaration of Trust (as defined herein), as may be modified, amended or supplemented from time to time, the Prospectus (By-Laws of the “Operating Documents” and attached hereto Trust, as Appendix B) which have been put into effect in conformity by and with may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and the Trust’s policies and procedures and will conform to and comply in all material respects with the requirements of the 1940 Act, the Advisers Act, Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”)) and as applicable, and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however.
(b) Unless responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the Adviser to another sub-adviser, that the Sub-Adviser shall be under no obligation to comply will place such orders with any amendment and/or supplement to the Prospectus until or through such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided persons, brokers or dealers chosen by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. laws and subject to the following:
(i) In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. .
(ii) In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund.
(iii) The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by Act.
(or pursuant to procedures ofiv) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when When the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund Funds as well as other clients of the Sub-Adviser, the Sub-AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall be under no obligation to, aggregate the order for securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionpurchased. In such event, allocation of the Sub-Adviser will allocate securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner the Sub-Adviser reasonably considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to clients under the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fundcircumstances.
(dv) The Sub-Adviser shall keep To the extent the Adviser informed of developments materially affecting or another sub-adviser is responsible for placing orders with respect to the Fund. The Funds’ portfolio transactions, the Sub-Adviser shall provide to the Adviser or the Board of Directors such other sub-adviser such information as provided for in Appendix A concerning the securities or other assets to be purchased or sold on behalf of the Funds reasonably necessary to execute the transactions, including the identity of such security or asset, the number of shares or principal amount to be purchased or sold, and the timing of and restrictions, if any, on the purchase or sale (e.g., a market order versus a limit order).
(vi) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets which it sub-advises.
(c) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fd) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(e) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of any reports and documents those other clients which are necessary to comply with may differ from the legal requirements advice given or the timing or nature of the action taken for a particular Fund. .
(f) The Sub-Adviser shall provide such promptly notify the Adviser of any financial condition that is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(g) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-certifications as officers of adviser, the Sub-Adviser shall, unless and until otherwise directed by the Adviser or the Corporation may reasonably request in connection Board and consistent with the filings best interests of Form N-CSR or Form N-Q each Fund, be responsible for exercising (or any similar formnot exercising in its discretion) all rights of security holders with respect to securities held by the each Fund. The parties to , including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities.
(h) In performance of its duties and obligations under this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the sameFunds and subparagraph (b)(v) of this Section 1. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(gi) In The Sub-Adviser shall maintain books and records with respect to the performance of its duties hereunder, Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services with respect to act on behalf ofthe Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief that the Fund, the Corporation Adviser or the Trust obtains from the SEC.
(j) The Sub-Adviser shall, in accordance with procedures and methods established by the Board, which may be amended from time to time, and in conjunction with the Adviser. If any occasion should arise , promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares of the Fund, Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, ISI hereby employs the Sub-Adviser shall manage all of the securities and other assets of to act as investment adviser to the Fund entrusted and to it by furnish the Adviser hereunder (the “Assets”)investment advisory services described below, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies broad supervision of ISI and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation Fund, for the period and will conform on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and comply with to assume the requirements obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the 1940 ActFund. The Sub-Adviser hereby agrees to manage the investment operations of the Fund's Series, subject to the supervision of the Fund's directors (the "Directors") and ISI. Specifically, the Sub-Adviser agrees to perform the following services:
(a) to manage the investment and reinvestment of all the assets, now or hereafter acquired, of the Fund's Series, and to execute all purchases and sales of portfolios securities;
(b) to maintain a continuous investment program for the Fund's Series, consistent with (i) the Series' investment policies as set forth in the Fund's Articles of Incorporation, Bylaws, and Registration Statement, as from time to time amended, under the Investment Company Act of 1940, and in any prospectus and/or statement of additional information of the Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund's Series, unless otherwise directed by the Directors of the Fund or ISI, and will place orders with to execute transactions accordingly;
(d) to provide to the Fund's Series the benefit of all of the investment analysis and research, the reviews of current economic conditions and of trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Fund's Series should be invested in the various types of securities authorized for purchase by the Series; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Series' securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in execution of transactions for the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors's Series, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, sale of Fund shares, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf benefit of the Fund. The SubFund transactions may be effected through qualified broker-Adviser’s services to dealers who recommend the Fund pursuant to this Agreement are not to be deemed to be exclusivetheir clients, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend who act as agent in the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund's shares for their clients. The Sub-Adviser shall not When a number of brokers and dealers can provide any advice or act comparable best price and execution on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by a particular transaction, the Fund's adviser may consider the sale of Fund shares by a broker or dealer in selecting among qualified broker-dealers.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all that portion of the securities and other assets of the a Fund entrusted allocated to it by the Adviser hereunder (the “Assets”) and maintained in a distinct separate account (“Sub-Account”), including the purchase, retention and disposition of the Assets, Assets in accordance with the Fund’s investment objectiveobjectives, policies policies, and restrictions as stated in the Fund’s prospectus, then current prospectus and statement of additional information, as currently in effect and as may be amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement provide investment advisory services to a Fund, but only as to the Assets, and shall, in accordance with such policies and procedures as the Parties may agree capacity, determine from time to timetime what Assets will be purchased, retained, or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash, subject to the direction of the Adviser and the Board of Trustees of the Trust, provided such direction is provided to the Sub-Adviser in writing.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust, the Prospectus, and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust, which are provided to the Sub-Adviser in writing, and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the a Fund as provided in subparagraph (a) above and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws; provided, however, that if brokerage is directed by the Board of Trustees or the Adviser, the Sub-Adviser shall select the brokers or dealers as directed. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund the best executionexecution of all transactions. In evaluating assessing the best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, the total transaction price (including dealer spreads or commissions), the execution capabilities required, speed, efficiency and confidentiality of execution, the broker’s or dealer’s facilities, reliability, access to markets for the securities being traded, reputation, the broker’s or dealer’s ability to satisfy the timing, size and execution requirements for a particular transaction, the broker’s or dealer’s familiarity with potential buyers and sellers of particular securities, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. The Sub-Adviser generally will seek competitive commission rates but will not necessarily attempt to obtain the lowest possible commission for transactions relating to the Assets. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “1934 Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Trust and directions Section 28(e) of the Adviser or the Board of Directors1934 Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for relating to the Fund which Assets that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. The Sub-Adviser shall not be required to solicit competitive bids for any given transaction. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser, or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlAdviser, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as provided for the Adviser or Board of Trustees may reasonably request from the Sub-Adviser in Appendix A to this Agreementwriting. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the 1940 Act and requested by the Adviser or the Fundin writing. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SECSEC and requested by the Adviser in writing. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that Adviser).
(e) The Assets will be custodied by a third-party qualified custodian designated by the Trust. The Sub-Adviser may also retain will not serve as a copy of such recordscustodian for the Assets. The Sub-Adviser shall maintain and enforce adequate security procedures have no responsibility, duty or obligation with respect to all materials, records, documents and data relating to any the selection of its responsibilities under this Agreement including all means the custodian for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with Assets, custody agreements, or the officers acts, omissions or the conduct of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditionscustodian. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the a Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of by the Adviser. The Adviser is required to notify and inform the compliance department of or custodian shall provide the Sub-Adviser with a statement of the Assets in the Sub-Account and with reasonable advance notice of any reports and documents which are necessary to comply with the legal requirements additions or withdrawals of the FundAssets. The Sub-Adviser is authorized to give instructions to the custodian of the Assets to effect transactions with respect to such Assets, provided that the Sub-Adviser provides to the Adviser, on a current and ongoing basis, the names of the Sub-Adviser’s employees that the Sub-Adviser authorizes to act on its behalf.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall provide be free to render similar services to others as long as such sub-certifications as officers of services do not impair the services rendered to the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the FundTrust. The parties to this Agreement agree It is understood and agreed that the Fund has made arrangements for Sub-Adviser renders investment management and related services to others who may or may not have investment policies, objectives, and investments similar to those of a Fund, and that the safekeeping Sub-Adviser may continue to give advice and take action on behalf of such clients that may differ from advice given to, or the timing or nature of action taken with respect to, a Fund.
(g) The Sub-Adviser shall promptly notify the Adviser and the Board of Trustees of the Trust of any of financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall be responsible for reviewing proxy solicitation materials and voting and handling proxies in relation to the securities held as Assets in a Fund’s assets (and , provided that all materials relating to the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice foregoing are timely forwarded to the Sub-Adviser or its designated proxy server. The Adviser will arrange for a Fund’s custodian to promptly forward to the Sub-Adviser all communications received by the custodian and pertaining to any of the sameAssets that are subject to the Sub-Adviser’s proxy voting responsibility. These communications include annual reports, voluntary corporate actions, proxy statements, and proxies executed in blank by the custodian. The Sub-Adviser shall not hold be required to take any asset of the Fund (or the Fund’s documents of title, if any) action on behalf of the a Fund with respect to securities presently or the Adviserformerly held in a Sub-Account that become subject to legal proceedings, including bankruptcies, rights offer, tender offers, or class actions.
(gi) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to obligations under this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtAgreement, the Sub-Adviser shall not be responsible for exercising consult with any voting rights relating other sub-adviser to any of a Fund or a sub-adviser to a fund that is under common control with the Assets Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice with respect to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held Assets. Services to be furnished by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with under this Agreement may be furnished through the Adviser in the performance medium of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed Adviser’s control affiliates, partners, officers or employees.
(j) If requested by the AdviserAdviser in writing, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In provide the event Adviser with a copy of Part 2 of the Sub-Adviser’s Form ADV or a copy of a potential conflict or disagreementbrochure that meets the requirements of Rule 204-3(a) under the Investment Advisers Act of 1940 (the “Advisers Act”), together with any applicable supplements, including Form ADV Part 2B, describing the parties agree to work together to remedy such situation. The Sub-Adviser shall also (the “Brochure”) and a copy of the Sub-Adviser’s privacy notice that complies with Regulation S-P (“Privacy Notice”). On an annual basis thereafter and without charge, if requested by the Adviser in writing, the Sub-Adviser will provide other trade related services for the Assets in accordance with such policies Adviser a copy of the current Part 2 of the Sub-Adviser’s Form ADV or a copy of the Sub-Adviser’s current Brochure and procedures as a copy of the Parties may agree from time to timeSub-Adviser’s current Privacy Notice.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Aspiriant Trust)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund’s Board , subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and will place orders with research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time."posted" commission
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Specialty Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Sub- Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.portions
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (DWS Securities Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Adviser acknowledges that it has received a copy of the best execution policy of the Sub-Adviser. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Sub- Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except . Specific instructions given by the Adviser in relation to the extent permitted execution of orders (including in respect of the selection of a broker or counterparty) may prevent the Sub-Adviser from following its best execution policy in relation to such orders in respect of the elements of execution covered by the certain exemptive rules instructions. The Adviser instructs the Sub-Adviser not to make public Adviser Limit Orders (that is, a specific instruction from the Adviser to the Sub-Adviser to buy or sell a financial instrument at a specified price limit or better and for a specified size in respect of shares admitted to trading on a regulated market which are not immediately executed under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesprevailing market conditions). The Sub-Adviser shall not be responsible may enter into commission sharing arrangements for executing portfolio transactions for third party research in order to obtain best execution in accordance with the Fund involving North- or South-American securitiesFCA Rules as defined in Section 1(A)(b). In this regard, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request will direct Fund trades to a particular broker-dealer with the instruction that the broker dealer execute the transaction and allocate a portion of the Adviser or the Fundcommission to a research provider. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Directors that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(ih) To the extent that the Adviser has retained any portfolio management and trade execution other sub-adviser(s) to perform the duties set forth herein on behalf of the Fund(each being an “Alternate Sub-Adviser”), the Sub-Adviser agrees to coordinate and cooperate with the such Alternate Sub-Adviser in the performance of its duties in accordance with such policies and procedures as for the parties may agree from time to timeFund. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by an Alternate Sub-Adviser in coordination and cooperation with the Sub-Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together with the Adviser to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Deutsche International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of Directors, Trustees. the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted provide advice with respect to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the assets of the Fund (the “Assets”), in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, recommend from time to timetime what Assets should be purchased, retained or sold by the Fund.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will provide recommendations that conform to and comply with the investment requirements of the 1940 Act, Section 851(b)(3) of Subchapter M of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that .
(c) the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of maintain all books and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates records with respect to transactions in securities or other assets concerning involving the Fund or another Sub-Advised Fund, except to the extent permitted Assets required by the certain exemptive rules subparagraphs (b)(10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this AgreementAct. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 3 la-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s Fund”s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or. if there is no successor sub-adviser, to the Adviser).
(d) The Assets of the Fund shall be held by the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordscustodian. The Sub-Adviser adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any at no time have custody or physical control of its responsibilities under this Agreement including all means for the effecting of securities transactionsAssets.
(e) The Sub-Adviser will make its officers To the extent called for by the Trust’s Compliance Policies and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In additionProcedures, the Sub-Adviser shall, or as reasonably requested by the Adviser, for itself and on behalf of the a Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus information and valuation procedures. The Sub-Adviser will make its officers and employees available advice regarding Assets to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that assist the Fund has made arrangements for in determining the safekeeping appropriate valuation of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundCorporation’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix BC) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding Nothwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A B to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundCorporation’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationFund’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets Assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset Asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Directors that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Interim Investment Sub Advisory Agreement (DWS Value Series, Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Trust's Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “"Assets”"), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s 's investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, 's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “"Prospectus”"), the Trust's Declaration of Trust (as defined herein), as amended from time to time, the Trust's amended and restated by-laws, as amended from time to time, any other investment guidelines on instructions received by the Sub-Adviser in writing from the Adviser from time to time and subject to the following:
(a) Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt.
(b) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by a Fund, and what portion of the Assets will be invested or held uninvested in cash.
(bc) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents Trust's Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, as amended 1986 (the “"Code”"), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cd) The Sub-Adviser shall determine the Assets to be purchased or sold by the a Fund as provided in subparagraph (b) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the a Fund’s registration statement 's compliance policy and the Prospectus procedures or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the "Exchange Act")). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions and directions of the Adviser or guidelines established by the Board of DirectorsTrustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a Fund. In addition, the FundSub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the a Fund’s 's Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s Trust's principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“"SEC”) "), the Investment Advisers Act of 1940, as amended (the ("Advisers Act"), and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(de) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s 's services under this Agreement needed by the Adviser or to keep the other books and records of a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s 's request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, howeverif there is no successor sub-adviser, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder).
(f) The Sub-Adviser shall provide the a Fund’s 's custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the a Fund’s Assets, including the name of the issuer, the description 's Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In To the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing extent called for by the AdviserTrust's Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall have no further authority to act for or represent provide the Fund or with information and advice regarding Assets to assist the Corporation Fund in any way or otherwise be deemed to be an agent determining the appropriate valuation of the Fund, the Corporation or the Adviser. If any occasion should arise in which such Assets.
(h) The investment management services provided by the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation be free to recommend render similar services to others, as long as such services do not impair the purchase services rendered to the Adviser or sale of any asset on behalf of the Fund that the Trust.
(i) The Sub-Adviser or an affiliate may purchase or sell for its own account or for shall promptly notify the account Adviser of any clients of financial condition that is reasonably likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days' written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the Assets time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.
(k) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAssets.
(i1) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures a Fund as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy a Fund and to such situationother clients under the circumstances.
(m) The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets in accordance that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(n) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers, employees or control affiliates; provided, however, that the use of such policies and procedures as mediums does not relieve the Parties may agree Sub-Adviser from time to timeany obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsDirectors of the Trust (the "Board"), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “"Assets”"), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds' respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, 's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively and respectively as the “"Prospectus”" and the "Statement of Additional Information" (and together, the "Registration Statement")), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (Statement of Additional Information, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of all applicable exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust's policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Funds' Prospectus and the Prospectus Statement of Additional Information or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the "Exchange Act")). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s Trust's principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“"SEC”") and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(l), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s 's services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request's reque st; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 3la- 2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s 's custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance of any reports addition to the Funds and, to the extent it is consistent with applicable law and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder's fiduciary obligations, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide give advice and take certain actions action with respect to any of those other clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice given or the timing or nature of actions action taken with respect to the for a particular Fund. Furthermore, the .
(g) The Sub-Adviser shall have no obligation to recommend promptly notify the purchase or sale Adviser and the Trust of any asset on behalf of the Fund financial condition that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of is reasonably and foreseeably likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the The Sub-Adviser shall not be responsible for exercising reviewing proxy solicitation materials and voting and handling proxies. The Sub-Adviser will have no obligation to advise, initiate or take any voting rights other action on behalf of the Adviser, the Funds or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will notify the Adviser, the Funds or the Trust's custodian of class action settlements or bankruptcies relating to the Assets.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Assets of the FundFunds. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of the Fund or Funds other than the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundwhich it sub-advises .
(ij) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures the Funds as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy the Fund and to such situationother clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to the Funds' securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser or the Trust, the Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(1) The fair valuation of securities in accordance with a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund's portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such policies security.
(m) The Adviser may add or withdraw Assets from the Sub-Adviser on written notice (including e-mail) to the Sub-Adviser. Any such notice shall set forth the amount of the increase or withdrawal, or identify the specific Assets to be added or withdrawn, the date on which such increase or withdrawal shall become effective, and procedures as such other information deemed necessary or appropriate by the Parties may agree from time to timeAdviser.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsDirectors of the Trust (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively and respectively as the “Prospectus” and the “Statement of Additional Information” (and together, the “Registration Statement”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (Statement of Additional Information, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of all applicable exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser, and the Trust’s policies and procedures provided to the Sub-Adviser, and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Funds’ Prospectus and the Prospectus Statememnt of Additional Information or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance of any reports addition to the Funds and, to the extent it is consistent with applicable law and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the FundAdviser’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunderfiduciary obligations, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide give advice and take certain actions action with respect to any of those other clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice given or the timing or nature of actions action taken with respect to the for a particular Fund. Furthermore, the .
(g) The Sub-Adviser shall have no obligation to recommend promptly notify the purchase or sale Adviser and the Trust of any asset on behalf of the Fund financial condition that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the The Sub-Adviser shall not be responsible for exercising reviewing proxy solicitation materials and voting and handling proxies.The Sub-Adviser will have no obligation to advise, initiate or take any voting rights other action on behalf of the Adviser, the Funds or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will not notify the Adviser, the Funds or the Trust’s custodian of class action settlements or bankruptcies relating to the Assets.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Assets of the FundFunds. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of the Fund or Funds other than the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundwhich it sub-advises.
(ij) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures the Funds as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy the Fund and to such situationother clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to the Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Board, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser or the Trust, the Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in accordance with a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, it being understood that the Sub-Adviser will not be responsible for determining the value of any such policies and procedures as the Parties may agree from time to timesecurity.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients and in accordance with all laws and regulations applicable to the Sub-Adviser. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.. To provide evidence of the Sub-Adviser’s authorization vis-à-vis third parties (e.g. brokers) the Adviser signs the power of attorney attached hereto as Appendix D.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Deutsche DWS International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except . Specific instructions given by the Adviser in relation to the extent permitted by execution of orders (including in respect of the certain exemptive rules under the 1940 Act that permit certain transactions with selection of a sub-adviser broker or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, counterparty) may prevent the Sub-Adviser may receive non-monetary benefits from brokers and third parties following its best execution policy in connection with trading transactions. It will use those benefits relation to such orders in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared elements of execution covered by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fundinstructions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.the
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, INVESCO hereby employs the Sub-Adviser shall manage all of to act as investment adviser to the securities Company and other assets of to furnish the Fund entrusted to it by the Adviser hereunder (the “Assets”)investment advisory services described below, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingbroad supervision of INVESCO and Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub- Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Fund, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub- Adviser agrees to perform the following services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to execute transactions accordingly;
(d) to provide to the Sub-Adviser from time to time. The Sub-Adviser will carry out Funds the policy with respect to brokerage set forth in benefit of all of the Fund’s registration statement investment analysis and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealersresearch, the Sub-Adviser will use its best efforts to obtain on behalf reviews of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition current economic conditions and execution capability of the broker or dealertrends, and the reasonableness consideration of long-range investment policy now or hereafter generally available to investment advisory customers of the commissionSub- Adviser;
(e) to determine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, if any, both rights to consent to Funds action and any other rights pertaining to the Fund's portfolio securities shall be exercised. With respect to execution of transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Funds, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to Funds. In the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage selection of a broker or disadvantage of the Fund. The Adviser consents that the best execution principles may provide dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the Fund’s independent registered public accounting firm apparent knowledge or familiarity with sources from or to inspect whom such securities may be purchased or sold. Where the commission rate reflects services, reliability and audit such records pertaining other relevant factors in addition to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration cost of this Agreementexecution, the Sub-Adviser shall preserve have the burden of demonstrating that such expenditures were bona fide and for the periods prescribed by Rule 31a-2 under benefit of the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsFunds. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materialsmay recommend transactions in which it has directly or indirectly a material interest, records, documents and data relating to in unregulated collective investment schemes including any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, operated or advised by the Sub-Adviser shall, as reasonably requested or in margined transactions. Advice on investments may extend to investments not traded or exchanges recognized or designated by the AdviserSecurities and Investments Board. Both parties acknowledge that the advice given under this Agreement may involve liabilities in one currency matched by assets in another currency and that accordingly movements in rates of exchange may have a separate effect, for itself and unfavorable as well as favorable on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and gain or loss experienced on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably requestan investment. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of carrying out its duties hereunder, the Sub-Adviser is and shall comply with all instructions of INVESCO in connection therewith such instructions may be an independent contractor andgiven by letter, as expressly provided hereintelex, telephone or facsimile by any Director or Officer of INVESCO or by any other person authorized by INVESCO. Any instructions which appear to conflict with the terms of this Agreement may be confirmed by the Sub-Adviser is authorized with INVESCO prior to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviserexecution.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Specialty Funds Inc)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees of the Trust (the “Board”), and in accordance with the terms and conditions of this Agreement and the Standard of Care (as defined below), the Sub-Adviser shall manage all a portion (the “Sleeve”) of the securities and other assets of the Fund entrusted to it Funds as specified by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under shall, subject to subparagraph (b) of this agreement in accordance Section 1, with such policies and procedures as respect to the Parties may agree Sleeve, determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and Declaration of Trust (as defined herein), as may be modified, amended or supplemented from time to time, the Prospectus (By-Laws of the “Operating Documents” and attached hereto Trust, as Appendix B) which have been put into effect in conformity by and with may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and the Trust’s policies and procedures and will conform to and comply in all material respects with the requirements of the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), ) and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that .
(c) Unless responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the SubFunds has been retained by the Adviser or delegated by the Adviser to another sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as adviser and the Sub-Adviser has so been notified of and has agreed to any and all notified, the Sub-Adviser will place such amendment and/or supplement and to the extent that orders with or through such amendment and/or supplement relates to the services provided persons, brokers or dealers chosen by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. laws and subject to the following:
(i) In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. .
(ii) In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund.
(iii) The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by Act.
(or pursuant to procedures ofiv) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when When the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Sub-Adviser, the Sub-AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall be under no obligation to, aggregate the order for securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionpurchased. In such event, allocation of the Sub-Adviser will allocate securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner the Sub-Adviser reasonably considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The clients under the circumstances.
(v) To the extent the Adviser acknowledges that each individual aggregated transaction may work or another sub-adviser is responsible for placing orders with respect to the advantage or disadvantage of the a Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time’s portfolio transactions, the Sub-Adviser may effectuate cross transactions between shall provide to the Fund and Adviser or such other account if it deems this sub-adviser such information concerning the securities or other assets to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased or sold on behalf of the FundFund reasonably necessary to execute the transactions, including the identity of such security or asset, the number of shares or principal amount to be purchased or sold, and the timing of and restrictions, if any, on the purchase or sale (e.g., a market order versus a limit order).
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the Fund under law applicable to other books and records of the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request Funds required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and employees available to meet shall provide the Adviser with the officers such information upon request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the CorporationAdviser, the Trust’s officers administrator, the Trust’s custodian and Directors on due notice to review foreign custodians, the investments Trust’s transfer agent and investment program pricing agents and all other agents and representatives of the Trust.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser's fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients which may differ from the advice given or the timing or nature of action taken for a particular Fund. Nothing contained in this Agreement shall prevent the Sub-Adviser or any affiliated person of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation (including any other investment company), whether or not the investment objectives or policies of any such other person, firm or corporation are similar to those of a Fund, and shall not in any way bind or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Sub-Adviser or any such affiliated person may be acting. While information and recommendations supplied to each Fund shall, in the Sub-Adviser's judgment, be appropriate under the circumstances and in light of current the investment objectives and prospective economic policies of the Fund, they may be different from the information and market conditionsrecommendations supplied by the Sub-Adviser or its affiliates to other investment companies, funds and advisory accounts. In additionThe Funds shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Funds recognize that they are not entitled to receive preferential treatment as compared with the treatment given by the Sub-Adviser to any other investment company, fund or advisory account. It is understood and agreed that as a result of any its activities, the Sub-Adviser or its affiliates may possess information relating to the Sleeve that is not known to or known but restricted as to its use by the individuals at the Sub-Adviser responsible for monitoring the Sleeve. Such ownership and other relationships may result in securities laws and other legal restrictions on transactions or otherwise create conflicts of interest with the Funds. The Adviser acknowledges that the Sub-Adviser may be prevented from causing the Funds to transact in certain assets due to internal restrictions imposed on the Sub-Adviser regarding the possession and use of material and/or nonpublic information.
(g) The Sub-Adviser shall perform its duties hereunder in accordance with the Advisers Act and in good faith and with reasonable care, using a degree of skill, care and attention no less than that which it exercise with respect to comparable assets that it manages for itself and others and, to the extent not inconsistent with the foregoing, the Sub-Adviser will follow its customary standards, policies and procedures (the "Standard of Care").
(h) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, as reasonably requested unless and until otherwise directed by the Adviser, for itself Adviser or the Board and on behalf consistent with the best interests of the each Fund, furnish be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the each Fund, all in such detail as the Fund including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or the Adviser may reasonably request. redeeming securities.
(i) In additionperformance of its duties and obligations under this Agreement, the Sub-Adviser shall provide advice and assistance not consult with any other sub-adviser to the Adviser Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as to permitted by the determination policies and procedures of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus Funds and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration subparagraph (c)(v) of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameSection 1. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(gj) In The Sub-Adviser shall maintain books and records with respect to the performance of its duties hereunder, Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services with respect to act on behalf ofthe Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief that the Fund, the Corporation Adviser or the Trust obtains from the SEC.
(k) The Sub-Adviser shall, in accordance with procedures and methods established by the Board, which may be amended from time to time, and in conjunction with the Adviser. If any occasion should arise , promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares of the Fund, Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. The Adviser acknowledges that it has received a copy of the best execution policy of the Sub-Adviser. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except . Specific instructions given by the Adviser in relation to the extent permitted execution of orders (including in respect of the selection of a broker or counterparty) may prevent the Sub-Adviser from following its best execution policy in relation to such orders in respect of the elements of execution covered by the certain exemptive rules instructions. The Adviser instructs the Sub-Adviser not to make public Adviser Limit Orders (that is, a specific instruction from the Adviser to the Sub-Adviser to buy or sell a financial instrument at a specified price limit or better and for a specified size in respect of shares admitted to trading on a regulated market which are not immediately executed under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesprevailing market conditions). The Sub-Adviser shall not be responsible may enter into commission sharing arrangements for executing portfolio transactions for third party research in order to obtain best execution in accordance with the Fund involving North- or South-American securities, which will continue to be executed by the AdviserFCA Rules as defined in Section 1A(b). To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and proceduresIn this regard, the Sub-Adviser may receive nonwill direct Fund trades to a particular broker-monetary benefits from brokers dealer with the instruction that the broker dealer execute the transaction and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request allocate a portion of the Adviser or the Fundcommission to a research provider. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(ih) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser economic, statistical and research information and advice, relating to supervision the Value Fund. The Sub-Adviser will also make recommendations to the Adviser as to the manner in which voting rights, rights of consent to corporate action and oversight any other rights pertaining to the Value Fund's portfolio shall be exercised. The Sub-Adviser will furnish continuously an investment program with respect to the Value Fund and will determine from time to time what securities shall be purchased, sold or exchanged with other Fund assets, and what portion, if any, of the Value Fund assets shall be held uninvested; subject, always, to compliance with provisions of the Fund's Declaration of Trust and By-Laws as then in effect, the provisions of the 1940 Act and the provisions of the Fund's then current Prospectus and Statement of Additional Information (copies of all which, as amended from time to time, will be furnished to the Sub-Adviser by the Adviser). For the purposes of compliance with the prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may suggest additions to this list but agrees not to purchase any suggested securities until such security has been approved by the Adviser and as meeting the Fund’s Board 's social criteria. Should the Trustees of Directorsthe Fund or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall manage all of be bound by such determination for the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commissionperiod, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and specified in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser such notice or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith until notified that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.been
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Sub- Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients and in accordance with all laws and regulation applicable to the Sub-Adviser. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Deutsche Global/International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage all that portion of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform to and comply with the requirements applicable provisions of the 1940 Act, the Investment Advisers Act of 1940 (the “Advisers Act”), the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased purchased, retained or sold by the Fund and what portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundCorporation’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with federal securities laws. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. To the extent that the Sub-Adviser is permitted pursuant to the Fund’s Prospectus to engage in transactions that are required to be executed under a trading agreement (e.g., derivative transactions or repurchase agreements), the Sub-Adviser shall only enter into such transactions with a dealer or counterparty that has entered into an agreement with the Corporation on behalf of the Fund. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any written instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets knowingly be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund Corporation or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Corporation, the FundCorporation’s principal underwriter, or any affiliated person of either the FundCorporation, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund Corporation or other registered investment companies (or series or portions thereof) that may be deemed to be under common controlcontrol with the Corporation, or the FundCorporation’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act or exemptive rule thereunder and approved by (or pursuant to procedures of) the Adviser and and, if applicable, the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise a portion of the Fund (or portions thereof)Fund, other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Corporation (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund Corporation as may be in effect from time to timetime of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate effect cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Directors, as the case may be, is so obtained.
(dc) The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFund or the Corporation. The Sub-Adviser shall provide to the Adviser or the Board of Directors such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as provided for in Appendix A to this Agreementthe Adviser or Board of Directors may reasonably request. The Sub-Adviser shall maintain and keep and maintain the books and records relating to the Assets required to be maintained and kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Corporation with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Corporation obtains from the SEC, including but not limited to certifications regarding the disclosure included in the Fund’s Registration Statement regarding the Sub-Adviser and its investment strategy for the Fund; information to be included in the letter to shareholders included in the Fund’s annual report to shareholders, representations related to information contained in the Fund’s annual and semi-annual reports to shareholders, and the sub certifications related to the Assets for the Fund’s fiscal first and third quarter-ends. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundCorporation’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon reasonable due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, Act and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and (while it may retain copies thereof) shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such recordsAdviser). The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will also make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on reasonable due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the FundCorporation, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purposepurpose to the extent permitted by applicable law. From time to time as the Board of Directors or the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the AdviserAdviser and the Corporation’s officers and to each of its Directors, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund Corporation or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation proceduresprocedures of which the Sub-Adviser is advised in writing. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including (i) information about the profitability to the Sub-Adviser of providing advisory services hereunder; and (ii) the advisory or sub-advisory fee schedules and effective fee rates for each comparable fund advised or sub-advised by the Sub-Adviser and for comparable institutional accounts, and any other client of the Sub-Adviser for like services.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall also provide the Adviser with such information upon the written request of the Adviser. The Sub-Adviser shall additionally provide the Fund’s Accountant accounting agent with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance in writing of any reports and documents which that are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in writing in connection with the filings of Form N-CSR or CSR, Form N-Q PORT (or any similar form) by the Fund. The parties to this Agreement agree that the Fund Corporation has made arrangements for the safekeeping of any of the Fund’s assets Assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser and approved by the Board of Directors from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold hold, or have custody of, any asset Assets of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. .
(g) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to fulfill its commitment under this Agreement, to the Fund. Furthermoreextent permitted by applicable law, by confidentiality duties of the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients under contracts and agreements and by data protection laws and obligations of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund, unless the Adviser or the Board of Directors gives written instructions to the contrary. For the avoidance of doubt, the The Sub-Adviser shall not be responsible for exercising any voting rights relating vote proxies solicited by or with respect to any issuers of the Assets of securities held in the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Deutsche DWS International Fund, Inc.)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. The Adviser acknowledges that it has received a copy of the best execution policy of the Sub-Adviser. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Trustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Except as set forth in Section 1(h) herein and to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates, the Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except . Specific instructions given by the Adviser in relation to the extent permitted execution of orders (including in respect of the selection of a broker or counterparty) may prevent the Sub-Adviser from following its best execution policy in relation to such orders in respect of the elements of execution covered by the certain exemptive rules instructions. The Adviser instructs the Sub-Adviser not to make public Adviser Limit Orders (that is, a specific instruction from the Adviser to the Sub-Adviser to buy or sell a financial instrument at a specified price limit or better and for a specified size in respect of shares admitted to trading on a regulated market which are not immediately executed under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesprevailing market conditions). The Sub-Adviser shall not be responsible may enter into commission sharing arrangements for executing portfolio transactions for third party research in order to obtain best execution in accordance with the Fund involving North- or South-American securities, which will continue to be executed by the AdviserFCA Rules as defined in Section 1A(b). To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and proceduresIn this regard, the Sub-Adviser may receive nonwill direct Fund trades to a particular broker-monetary benefits from brokers dealer with the instruction that the broker dealer execute the transaction and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request allocate a portion of the Adviser or the Fundcommission to a research provider. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the FundTrust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due reasonable advance notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser Adviser, upon reasonable advance notice, will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Sub- Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(ih) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.s
Appears in 1 contract
Sources: Sub Advisory Agreement (Deutsche Variable Series Ii)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees of the Trust (the “Board”), and in accordance with the terms and conditions of this Agreement and the Standard of Care (as defined below), the Sub-Adviser shall manage all a portion (the “Sleeve”) of the securities and other assets of the Fund entrusted to it by the Adviser hereunder Funds (the “Assets”), including ) as specified by the purchase, retention and disposition of the Assets, Adviser in accordance with the Fund’s Funds’ respective investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under shall, subject to subparagraph (b) of this agreement in accordance Section 1, with such policies and procedures as respect to the Parties may agree Sleeve, determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and Declaration of Trust (as defined herein), as may be modified, amended or supplemented from time to time, the Prospectus (By-Laws of the “Operating Documents” and attached hereto Trust, as Appendix B) which have been put into effect in conformity by and with may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and the Trust’s policies and procedures and will conform to and comply in all material respects with the requirements of the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”), ) and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that .
(c) Unless responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the SubFunds has been retained by the Adviser or delegated by the Adviser to another sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as adviser and the Sub-Adviser has so been notified of and has agreed to any and all notified, the Sub-Adviser will place such amendment and/or supplement and to the extent that orders with or through such amendment and/or supplement relates to the services provided persons, brokers or dealers chosen by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. laws and subject to the following:
(i) In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. .
(ii) In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund.
(iii) The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by Act.
(or pursuant to procedures ofiv) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when When the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Sub-Adviser, the Sub-AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall be under no obligation to, aggregate the order for securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionpurchased. In such event, allocation of the Sub-Adviser will allocate securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the a manner the Sub-Adviser reasonably considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The clients under the circumstances.
(v) To the extent the Adviser acknowledges that each individual aggregated transaction may work or another sub-adviser is responsible for placing orders with respect to the advantage or disadvantage of the a Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time’s portfolio transactions, the Sub-Adviser may effectuate cross transactions between shall provide to the Adviser or such other sub-adviser such information concerning the securities or other assets to be purchased or sold on behalf of the Fund and reasonably necessary to execute the transactions, including the identity of such other account if it deems this security or asset, the number of shares or principal amount to be advantageous to both purchased or sold, and the timing of and restrictions, if any, on the purchase or sale (e.g., a market order versus a limit order).
(vi) As of the accounts involveddate of this Agreement, the Adviser has entered into a sub-advisory agreement with another sub-adviser pursuant to which that sub-adviser shall be responsible for placing orders with respect to the Funds’ portfolio transactions. Notwithstanding During the foregoingterm of that sub-advisory agreement and, unless and until the Sub-Adviser agrees to assume responsibility for the placement of orders with respect to the Funds’ portfolio transactions, the Sub-Adviser agrees that the Adviser shall have no responsibility or liability for such services, other than the right responsibility to provide the information required by written notice to identify securities that may not be purchased on behalf subparagraph (c)(v) of the Fundthis Section 1.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the Fund under law applicable to other books and records of the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request Funds required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and employees available to meet shall provide the Adviser with the officers such information upon request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the CorporationAdviser, the Trust’s officers administrator, the Trust’s custodian and Directors on due notice to review foreign custodians, the investments Trust’s transfer agent and investment program pricing agents and all other agents and representatives of the Trust.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients which may differ from the advice given or the timing or nature of action taken for a particular Fund. Nothing contained in this Agreement shall prevent the Sub-Adviser or any affiliated person of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation (including any other investment company), whether or not the investment objectives or policies of any such other person, firm or corporation are similar to those of a Fund, and shall not in any way bind or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Sub-Adviser or any such affiliated person may be acting. While information and recommendations supplied to each Fund shall, in the Sub-Adviser’s judgment, be appropriate under the circumstances and in light of current the investment objectives and prospective economic policies of the Fund, they may be different from the information and market conditionsrecommendations supplied by the Sub-Adviser or its affiliates to other investment companies, funds and advisory accounts. In additionThe Funds shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Funds recognize that they are not entitled to receive preferential treatment as compared with the treatment given by the Sub-Adviser to any other investment company, fund or advisory account. It is understood and agreed that as a result of any its activities, the Sub-Adviser or its affiliates may possess information relating to the Sleeve that is not known to or known but restricted as to its use by the individuals at the Sub-Adviser responsible for monitoring the Sleeve. Such ownership and other relationships may result in securities laws and other legal restrictions on transactions or otherwise create conflicts of interest with the Funds. The Adviser acknowledges that the Sub-Adviser may be prevented from causing the Funds to transact in certain assets due to internal restrictions imposed on the Sub-Adviser regarding the possession and use of material and/or nonpublic information.
(g) The Sub-Adviser shall perform its duties hereunder in accordance with the Advisers Act and in good faith and with reasonable care, using a degree of skill, care and attention no less than that which it exercise with respect to comparable assets that it manages for itself and others and, to the extent not inconsistent with the foregoing, the Sub-Adviser will follow its customary standards, policies and procedures (the “Standard of Care”).
(h) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, as reasonably requested unless and until otherwise directed by the Adviser, for itself Adviser or the Board and on behalf consistent with the best interests of the each Fund, furnish be responsible for exercising (or not exercising in its discretion) all rights of security holders with respect to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the each Fund, all in such detail as the Fund including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or the Adviser may reasonably request. redeeming securities.
(i) In additionperformance of its duties and obligations under this Agreement, the Sub-Adviser shall provide advice and assistance not consult with any other sub-adviser to the Adviser Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as to permitted by the determination policies and procedures of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus Funds and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration subparagraph (c)(v) of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameSection 1. The Sub-Adviser shall not hold provide investment advice to any asset assets of the Fund (or Funds other than the Fund’s documents of title, if any) on behalf of the Fund or the AdviserAssets.
(gj) In The Sub-Adviser shall maintain books and records with respect to the performance of its duties hereunder, Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, of all material facts concerning the Sub-Adviser is authorized and its key investment personnel providing services with respect to act on behalf ofthe Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation in Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any way exemptive or otherwise be deemed to be an agent of other relief that the Fund, the Corporation Adviser or the Trust obtains from the SEC.
(k) The Sub-Adviser shall, in accordance with procedures and methods established by the Board, which may be amended from time to time, and in conjunction with the Adviser. If any occasion should arise , promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser gives any advice to its clients concerning believes should be fair valued in accordance with the shares of the Fund, Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf becomes aware of significant events that may affect the pricing of all or a portion of a Fund’s portfolio. The Sub-Adviser’s services Adviser will provide reasonable assistance in determining the fair value of the Assets, as necessary, and use reasonable efforts to arrange for the Fund pursuant to this Agreement provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for which market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall will not be responsible for exercising determining the value of any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundsuch security.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including ) solely with respect to the purchase, retention and disposition implementation of the Assets, Fund’s covered call strategy and in performing this function to determine in its own discretion to purchase and sell covered call options on the Assets in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement agreement, in particular regarding the required cooperation with the Adviser and the Fund’s other sub-advisers, if any, in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC Securities and Exchange Commission (the “SEC”) or sent to shareholders under the 1933 Securities Act of 1933, as amended, or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(d) The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the The Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio other sub-adviser(s) to perform the fund management and trade execution duties set forth herein on behalf of the FundFund (each being an “Alternate Sub-Adviser”), the Sub-Adviser agrees to coordinate and cooperate with the such Alternate Sub-Adviser in the performance of its duties for the Fund in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together with the Adviser to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Deutsche Securities Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s Trust's constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-sub- adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Trustees that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (DWS Securities Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall provide supervision of the Fund’s investments and, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein) and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. The Adviser agrees promptly to deliver any amendment or supplement to the Prospectus to the Sub-Adviser on an on-going basis, that and until the Adviser delivers any such amendment or supplement to the Sub-Adviser, the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to fully protected in relying on the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementpreviously furnished.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Registration Statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund the best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided ) provided to the Fund and/or other accounts over which the Sub-Adviser is acting in accordance with any such instructions and directions or an affiliate of the Adviser or the Board of Directors, the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized authorized, subject to the prior approval of the Trust’s Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for Fund securities to brokers or dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser 1940 Act and shall provide render to the Adviser or the Board of Directors Trustees such information periodic and special reports as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under by this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s AssetsAssets and shall provide such information and such periodic or special reports as the Adviser or Board of Trustees may reasonably request.
(f) The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the name Fund has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Adviser recognizes that in some cases this procedure may adversely affect the size of the issuerposition obtainable for the Fund. In addition, the description and amount or number of shares Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the security purchased Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or sold, restrict the market price, commission and gross or net price, trade date, settlement date and identity right of the effecting broker Sub-Adviser or dealer, any affiliate of the Sub-Adviser to engage in and such devote time and attention to other information as may be reasonably required. businesses or to render services of whatever kind in nature.
(g) The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide promptly notify the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary financial condition that is likely to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any of the securities held as Assets of in the Fund. The Sub-Adviser shall not provide any advice or act on behalf of instruct the custodian and other parties providing services to the Fund or to promptly forward misdirected proxies to the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAdviser.
(iii) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the The Sub-Adviser hereby agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree that upon 60 days’ written notice from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to have satisfied such duties hereunderthe securities held as Assets in the Fund. In As of the event of a potential conflict or disagreement, time as the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other trade related parties providing services for to the Assets in accordance Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with such policies and procedures any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Assets, except as permitted by the Parties may agree from time to time.policies
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Trust's Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund Portfolio entrusted to it by the Adviser hereunder (the “Assets”)hereunder, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Portfolio's investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “"Prospectus”"), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement shall provide supervision of the Portfolio's investments and, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what investments and securities will be purchased, retained or sold by the Portfolio, and what portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents Trust's Declaration of Trust (as defined herein) and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however. The Adviser agrees promptly to deliver any amendment or supplement to the Prospectus to the Sub-Adviser on an on-going basis, that and until the Adviser delivers any such amendment or supplement to its Sub-Adviser, the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to fully protected in relying on the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreementpreviously furnished.
(c) The Sub-Adviser shall determine the Assets securities to be purchased or sold by the Fund Portfolio and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement Portfolio's Registration Statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund Portfolio the best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided ) provided to the Portfolio and/or other accounts over which the Sub-Adviser is acting in accordance with any such instructions and directions or an affiliate of the Adviser or the Board of Directors, the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the FundPortfolio. In addition, the Sub-Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets any Portfolio's securities be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s Trust's principal underwriter, or any affiliated person of either the Fund, the AdviserTrust, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“"SEC”") and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser 1940 Act and shall provide render to the Adviser or the Board of Directors Trustees such information periodic and special reports as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under by this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s 's services under this Agreement needed by the Adviser or to keep the Fund other books and records of the Portfolio required by Rule 31a-1 under law applicable to the Adviser or the Fund1940 Act. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will provide copies surrender promptly to the Portfolio any of such records it maintains pursuant to this Agreement upon the Fund’s Portfolio's request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor subSub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, however, that the if there is no successor Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect Adviser, to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and employees available to meet with the officers of the Adviser shall provide such information and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time such periodic or special reports as the Adviser for itself and on behalf or Board of the Fund Trustees may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Adviser understands that the Sub-Adviser shall provide now acts, will continue to act and may act in the Fund’s custodian future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Fund’s Accountant Portfolio has no objection to the Sub-Adviser's so acting, provided that whenever the Portfolio and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each business day’s information relating to all matched transactions concerning company and account. The Adviser recognizes that in some cases this procedure may adversely affect the Fund’s Assets, including the name size of the issuerposition obtainable for the Portfolio. In addition, the description and amount or number of shares Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the security purchased Sub-Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or sold, restrict the market price, commission and gross or net price, trade date, settlement date and identity right of the effecting broker Sub-Adviser or dealer, any affiliate of the Sub-Adviser to engage in and such devote time and attention to other information as may be reasonably required. businesses or to render services of whatever kind in nature.
(g) The Sub-Adviser shall additionally provide promptly notify the Fund’s Accountant with a trade log with Adviser of any financial condition that is likely to impair the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser's ability to fulfill its commitment under this Agreement. The Adviser is required Services to notify and inform the compliance department of be furnished by the Sub-Adviser in advance under this Agreement may be furnished through the medium of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser's partners, officers or employees.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Insurance Products Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight direction by the Adviser and the Fund’s Trust's Board of DirectorsTrustees, the Sub-Adviser shall manage on a discretionary basis the investment operation of all of the securities and other assets of the Fund Portfolio entrusted to it by the Adviser hereunder (the “"Assets”)") and the composition of the Portfolio, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Portfolio's investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time by written notice to the Sub-Adviser (referred to collectively as the “"Prospectus”"), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies shall provide supervision of the Assets and procedures as the Parties may agree determine from time to timetime what Assets will be purchased, retained or sold by the Portfolio, and what portion of the Assets will be invested or held uninvested in cash. In furtherance of the forgoing, the Adviser hereby designates and appoints the Sub-Adviser as agent and attorney-in-fact of the Trust, with authority and without further approval of the Adviser (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Portfolio of securities that are not registered under the Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have authority, among other things to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such agreements, instruments and documents (including, without limitation, purchase agreements and subscription documents), and make such commitments, as may be required or otherwise in connection with the purchase and sale or such securities; (iii) represent that the Portfolio is an "accredited investor" under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by the Adviser in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser or such notice.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents Trust's Declaration of Trust (as defined herein) and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Portfolio and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Portfolio's Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund Portfolio the best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, transaction the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided ) provided to the Portfolio and/or other accounts over which the Sub-Adviser is acting in accordance with any such instructions and directions or an affiliate of the Adviser or the Board of Directors, the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the FundPortfolio. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Portfolio's Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s Trust's principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser 1940 Act and shall provide render to the Adviser or the Board of Directors Trustees such information periodic and special reports as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform all information requested by the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s 's services under this Agreement needed by the Adviser or to keep the Fund other books and records of the Portfolio required by Rule 31a-1 under law applicable to the Adviser or 1940 Act. Upon request, the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC Securities and Exchange Commission ("SEC") or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will provide copies surrender promptly to the Portfolio any of such records it maintains pursuant to this Agreement upon the Fund’s Portfolio's request,; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor subSub-adviser and to the Adviser upon the termination of this his Agreement at the Fund’s request provided(or, however, that the if there is no successor Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect Adviser, to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s Portfolio's custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Portfolio's Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. .
(f) The Adviser is required to notify and inform the compliance department of investment management services provided by the Sub-Adviser in advance of any reports under this Agreement are not to be deemed exclusive and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide be free to render similar services to others, as long as such sub-certifications as officers of services do not impair the services rendered to the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameTrust. The Sub-Adviser shall not hold any asset of be obligated to purchase or sell for the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in Portfolio securities which the Sub-Adviser gives any advice to its clients concerning may purchase or sell or recommend for purchase or sale for itself or for the shares portfolios of other clients. Moreover, the Adviser acknowledges that circumstances may arise under which the Sub-Adviser determines that while it would be both desirable and suitable that a particular security be purchased or sold for the account of more than one of the FundSub-Adviser's portfolios, there is a limited supply or demand for that security. Under such circumstances, the Adviser acknowledges that, while the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of seek to allocate the Fund. The Sub-Adviser’s services opportunity to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients that security among those portfolios on an equitable basis (including as between portfolios of the Sub-Adviser.
(h) Subject 's nondiscretionary clients, to the following, whom the Sub-Adviser shall take corporate action elections with respect to securities held by makes recommendations, and portfolios of its discretionary clients, such as the Fund. For the avoidance of doubtPortfolio), the Sub-Adviser shall not be responsible for exercising any voting rights relating required to assure equality of treatment among all of its clients (including that that opportunity to purchase or sell that security will be proportionately allocated among those portfolios according to any particular or predetermined standards or criteria). Where, because of the Assets prevailing market conditions, it is not possible to receive the same price or time of execution for all of the Fundsecurities or other investments purchased or sold for the Portfolio, transactions for the Portfolio may be reported with the average prices of those transactions. In certain instances, the Sub-Adviser, in its discretion, may place a large order to purchase or sell a particular security or other investment for the Portfolio and the accounts of one or more other clients. Because of the prevailing market conditions, it is frequently not possible to receive the same price or time of execution for all of the securities or other investments purchased or sold. When this occurs, the Sub-Adviser will average the various prices and charge or credit the Portfolio with the average price. In such instances, the confirmation for such transaction sent to the Adviser will disclose the average price. Upon request, the Sub-Adviser will make the underlying records reflecting the actual transaction available for the Adviser's inspection. The Portfolio may include securities of companies for which ▇▇▇▇▇▇▇▇▇▇ Securities, an affiliate of the Sub-Adviser, acts as investment banker or financial adviser or with which it has other confidential relationships or in which it maintains a position or makes a market or otherwise has an interest. The Adviser appreciates that, for good commercial and legal reasons, nonpublic information (a) which becomes available to ▇▇▇▇▇▇▇▇▇▇ Securities through its relationships or for any other reason cannot be passed on to the Sub-Adviser or the Adviser, or used for the benefit of the Portfolio; and (b) which becomes available to the Sub-Adviser for any reason cannot be passed onto the Adviser or used for the benefit of the Portfolio. The Adviser understands that ▇▇▇▇▇▇▇▇▇▇ Securities, an affiliate of the Sub-Adviser may provide investment banking, investment advisory and brokerage services to persons other than the Adviser. These activities may result in a conflict between the interests of ▇▇▇▇▇▇▇▇▇▇ Securities and the Adviser which, in certain circumstances, may restrict the Sub-Adviser from trading or recommending the trading in certain securities.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
(h) The Adviser hereby authorizes the Sub-Adviser to receive and confer upon the Sub-Adviser complete discretion to vote proxies solicited by or with respect to the issuers of securities in which the Assets may be invested from time to time ("Proxies"). The Sub-Adviser shall not provide vote all Proxies in a manner which, at the time of any advice Proxy vote is cast, is consistent with the Sub-Adviser's good faith judgment. The Adviser shall promptly deliver or act on behalf cause to be delivered to the Sub-Adviser all Proxies, including any information with respect thereto, received by the Adviser or the Trust, or by any agent of the Fund Adviser or the Adviser in Trust, including without limitation, any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf custodian of the FundAssets. The Adviser shall hold the Sub-Adviser harmless for failure to vote Proxies, which are not received by, or delivered to, the Sub-Adviser agrees in sufficient time to coordinate and cooperate with permit the Sub-Adviser in the performance of its duties to vote such Proxies in accordance with such policies and procedures as the parties Sub-Adviser's good faith judgment. Services to be furnished by the Sub-Adviser under this Agreement may agree from time to time. To be furnished through the extent that medium of any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser's partners, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict officers or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timeemployees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), the Trust’s Declaration of Trust (as defined herein), as amended from time to time, the Trust’s amended and restated by-laws, as amended from time to time, any other investment guidelines on instructions received by the Sub-Adviser in writing from the Adviser from time to time and subject to the following:
(a) Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s receipt.
(b) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by a Fund, and what portion of the Assets will be invested or held uninvested in cash.
(bc) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cd) The Sub-Adviser shall determine the Assets to be purchased or sold by the a Fund as provided in subparagraph (b) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the a Fund’s registration statement compliance policy and the Prospectus procedures or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions and directions of the Adviser or guidelines established by the Board of DirectorsTrustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a Fund. In addition, the FundSub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the a Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) ), the Investment Advisers Act of 1940, as amended (the (“Advisers Act”), and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(de) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, howeverif there is no successor sub-adviser, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder).
(f) The Sub-Adviser shall provide the a Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the a Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In To the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing extent called for by the AdviserTrust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall have no further authority to act for or represent provide the Fund or with information and advice regarding Assets to assist the Corporation Fund in any way or otherwise be deemed to be an agent determining the appropriate valuation of the Fund, the Corporation or the Adviser. If any occasion should arise in which such Assets.
(h) The investment management services provided by the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may shall be free to render investment advice, management and other similar services to other investment companies and clients. others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(i) The Sub-Adviser may provide advice and take certain actions with respect shall promptly notify the Adviser of any financial condition that is reasonably likely to clients other than the Fund or for impair the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect ability to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for fulfill its own account or for the account of any clients of the Sub-Advisercommitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the Assets time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.
(k) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAssets.
(il) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures a Fund as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy a Fund and to such situationother clients under the circumstances.
(m) The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets in accordance that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(n) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s partners, officers, employees or control affiliates; provided, however, that the use of such policies and procedures as mediums does not relieve the Parties may agree Sub-Adviser from time to timeany obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), the standards (if applicable) to each Fund to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and applicable law, regulations and interpretations and exemptions from the foregoing, and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree shall, subject to subparagraph (b), determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in the best interest of the Fund and in conformity with the CorporationTrust’s constituent documents and governing documents, the Prospectus (relevant Fund Prospectus, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Adviser and the Trust, and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act of 1936, as amended (the “CEA”), the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the each Fund’s registration statement and the respective Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The Sub-Adviser may also arrange for, in respect of the Funds, futures contract, derivative instrument and transaction, swap, spot or forward transaction (whether in relation to currency or any other property). The Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Funds. The Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable and appropriate. The Funds agree that any entity or person associated with Adviser or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Funds that is permitted by Section 11(a) of the Exchange Act, and the Funds consent to the retention of compensation for such transactions. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including, with the prior approval of the Board, brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. The Adviser is required to notify , the Trust’s administrator, the Trust’s custodian and inform foreign custodians, the compliance department Trust’s transfer agent and pricing agents and all other agents and representatives of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameTrust. The Sub-Adviser shall not hold hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Sub-Adviser.
(f) The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients in addition to the Funds and, to the extent it is consistent with applicable law and the Sub-Adviser’s fiduciary obligations, the Sub-Adviser may give advice and take action with respect to any of those other clients that may differ from the advice given or the timing or nature of action taken for a particular Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably and foreseeably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser will have no proxy voting authority and no obligation to advise, initiate or take any other action on behalf of the Adviser, the Funds or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will not notify the Adviser, the Funds or the Trust’s custodian of class action settlements or bankruptcies relating to the Assets.
(i) The Sub-Adviser shall be responsible for managing the portion of each Fund allocated by the Adviser to the Sub-Adviser. In the performance of its duties hereunderand obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets which it sub-advises.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be an independent contractor and, in the best interest of the Funds as expressly provided hereinwell as other clients of the Sub-Adviser, the Sub-Adviser is authorized may, to act the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to its services to the Trust and the Funds’ securities transactions and keep the Board and the Adviser fully informed on behalf ofan ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its key investment personnel providing services with respect to the Funds and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall cooperate with any regulatory or compliance examinations or inspections (including information requests) and furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and representsuch other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the Fundforegoing. Except as otherwise expressly provided herein or authorized in writing by Upon the request of the Adviser, the Sub-Adviser shall have no further authority also furnish to act for or represent the Fund Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Corporation Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in any way a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or otherwise be deemed to be an agent a portion of a Fund’s portfolio. The Sub-Adviser will provide assistance in determining the fair value of the FundAssets, as necessary and reasonably requested by the Corporation Adviser or its agent, and use reasonable efforts to arrange for the Adviser. If any occasion should arise in which provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement if market prices are not to be deemed to be exclusivereadily available, and it is being understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. will not be solely responsible for determining the value of any such security.
(m) The Sub-Adviser may will provide advice information, as necessary and take certain actions reasonably requested by the Adviser or its agent, with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf component of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held liquidity risk management program adopted by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(iFund(s) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as Rule 22e-4 under the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time1940 Act.
Appears in 1 contract
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Company and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and the Fund’s Board of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. The Sub-Adviser hereby agrees to manage the investment operations of the Funds, subject to the supervision of the Company's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Funds, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Funds, consistent with (i) the Funds' investment policies as set forth in the Company's Registration Statement, as from time to time amended, under the Investment Company Act of its duties and obligations under this Agreement1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Funds, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Company's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Funds, unless otherwise directed by the Fund Directors of the Company or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Funds the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to timedetermine what portion of the Funds should be invested in the various types of securities authorized for purchase by the Funds; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Funds' portfolio securities shall be exercised. The Sub-Adviser will carry out the policy with With respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board execution of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFunds, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Fund which is in excess Sub-Adviser's best judgment, implement the policy of the amount of Funds to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the Funds, including but not limited to research and analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services prepared and furnished by brokers through which the Sub- Adviser effects securities transactions on behalf of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that Funds may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be in connection with the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilitiesFunds. The Sub-Adviser may, but shall be under no obligation to, buy securities may follow a policy of considering sales of variable annuity or variable life insurance contracts for which the Fund at Funds serve as investment vehicles as a factor in the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such casesselection of broker/dealers to execute portfolio transactions, subject to applicable legal and regulatory requirements, and in compliance with such procedures the requirements of best execution discussed above. In the Fund as may be in effect from time to timeselection of a broker or dealer for execution of any negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus other qualified brokerage firms, as well as all other relevant factors and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assetscircumstances, including the name size of any contemporaneous market in such securities, the importance to the Funds of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the issuerparticular transactions, and the description and amount apparent knowledge or number of shares of the security familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-AdviserFunds.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Variable Investment Funds Inc)
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Fund and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and Board of Directors of the Fund’s Board , for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Sub-Adviser hereby agrees to manage the investment operations of the Fund, subject to the supervision of the Fund's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolios securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Fund's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Fund or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Fund, the benefit of all of the investment analysis and research, the reviews of current economic conditions and of trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in the manner servicing all of its accounts, and not all such services may be used by the Sub-Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such records. The Sub-Adviser agrees to permit the Advisersecurities, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining importance to the Fund at reasonable times during regular business hours upon due written notice. In additionof speed, for the duration efficiency, and confidentiality of this Agreementexecution, the Sub-Adviser shall preserve for execution capabilities required by the periods prescribed by Rule 31a-2 under circumstances of the 1940 Actparticular transactions, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures apparent knowledge or familiarity with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser sources from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to whom such securities may be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold. Where the commission rate reflects services, the market price, commission reliability and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser relevant factors in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice addition to the Sub-Adviser cost of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviserexecution, the Sub-Adviser shall have no further authority to act the burden of demonstrating that such expenditures were bona fide and for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent benefit of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Growth Fund Inc /Co/)
Duties of the Sub-Adviser. Subject The Sub-Adviser will furnish the Adviser with information and advise, including advice on the allocation of investments among emerging market countries or regions, relating to supervision such portion of the Fund's assets as the Adviser shall from time to time designate (collectively, the "Designated Assets"). The Adviser will have responsibility for exercising proxy, consent, and oversight other rights pertaining to the Fund's portfolio securities included in the Designated Assets; however, the Sub-Adviser will, as requested, make recommendations to the Adviser as to the manner in which such proxy, consent and other rights shall be exercised. From time to time the Adviser will notify the Sub-Adviser of the aggregate U.S. dollar amount of the Designated Assets. The Sub-Adviser will furnish continuously an investment program with respect to the Designated Assets and will determine from time to time what securities shall be purchased with the Designated Assets, what securities comprising the Designated Assets should be sold, and what portion, if any, of the Designated Assets shall be held uninvested; subject, always, to the restrictions of the Trust's Declaration of Trust dated July 31, 1987, as amended and restated May 6, 1991, and By-Laws, each as amended from time to time (provided that prior written notice of any such amendment shall have been given to the Sub-Adviser) (respectively, the "Declaration" and the "By-Laws"), the provisions of the Act and the Rules, Regulations and Orders thereunder, the provisions of the Fund's then current Prospectus and Statement of Additional Information (provided a copy thereof has been furnished to the Sub-Adviser); and subject, further, to the Sub-Adviser notifying the Adviser in advance of the Sub-Adviser's intention to purchase any securities except as such notification may be waived or limited by the Adviser, it being understood that the Sub-Adviser shall only be responsible for compliance with the above-mentioned restrictions in regards to the Designated Assets and for compliance with any restrictions imposed in writing by the Adviser from time to time in order to facilitate compliance with the above-mentioned restrictions that apply to all Fund assets. Should the Trustees of the Trust or the Adviser at any time make any definite determination as to investment policy and notify the Fund’s Board of DirectorsSub-Adviser thereof in writing, the Sub-Adviser shall manage all be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon written notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased for or sold from the Designated Assets and what portion, if any, of the Designated Assets shall be held uninvested. The Sub-Adviser shall take, on behalf of the Fund, all actions, which it deems necessary to implement the investment policies determined as provided above, and in particular, consistent with the provisions of Article 3 of this Agreement, to place all orders for the purchase or sale of securities for the Fund's account with respect to Designated Assets with brokers, dealers or other entities selected by it, and other assets to that end the Sub-Adviser is authorized as the agent of the Fund entrusted to it by give instructions to the Adviser hereunder (the “Assets”), including the purchase, retention and disposition Custodian of the AssetsFund and any subcustodian as to deliveries of securities, in accordance with transfers of currencies and payments of cash for the account of the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) . The Sub-Adviser will perform its obligations under advise the Adviser on the same day it gives any such instructions. In connection with the selections of such brokers, dealers or other entities and the placing of such orders, the Sub-Adviser is directed to seek for the Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreementrequirement, the Sub-Adviser shall act in conformity with not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Corporation’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors of the Corporation and will conform Fund to and comply with the requirements of the 1940 Actpay a broker, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act dealer or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list entity an amount of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing effecting a portfolio securities transaction for the Fund which is in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction iftransaction, but only if, if the Sub-Adviser determines determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker broker, dealer or dealer -- other entity, viewed in terms of either that particular transaction or in terms of the Sub-Adviser's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser as to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, which the Sub-Adviser or any other sub-adviser of the Fund or other registered exercises investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Funddiscretion. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Sub-Adviserclients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so sold purchased or purchasedsold, as well as the expenses incurred in the transaction, transaction will be made by the Sub-Adviser in the manner the Sub-Adviser it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fundequitable.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Sub Investment Advisory Agreement (MFS Series Trust Viii)
Duties of the Sub-Adviser. Subject to supervision and oversight by of the Adviser and the Fund’s Board of DirectorsTrustees (the “Board”), and in accordance with the terms and conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund Funds entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions as stated in the each Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies shall, subject to subparagraph (b) including but not limited to the written instructions and procedures as directions of the Parties may agree Adviser, determine from time to timetime what Assets will be purchased, retained or sold by the Funds, and what portion of the Assets will be invested or held uninvested in cash as is permissible.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and Prospectus, the Prospectus (Statement of Additional Information, the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the written instructions and directions of the Adviser and of the Board Board, the terms and conditions of Directors of exemptive and no-action relief granted to the Corporation Trust as amended from time to time and provided to the Sub-Adviser and the Trust’s policies and procedures provided to the Sub-Adviser and will conform to and comply with the requirements of the 1940 Act, the Advisers Act, the Commodity Exchange Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Funds as provided in subparagraph (a) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Funds’ Prospectus or as the Board of Directors or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionexecution and overall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “Exchange Act”)). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions guidelines established by the Board and directions Section 28(e) of the Adviser or the Board of DirectorsExchange Act, as amended, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the FundTrust’s principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliatesAct. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue direct an order to be executed by the Adviser. To the extent permitted by the Securities Exchange Act an affiliated person of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits without general prior authorization to use such affiliated broker or dealer from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundTrust’s Chief Compliance Officer.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or to keep the other books and records of the Fund required by Rule 31a-1 under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser1940 Act, upon written request as requested by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to the Fund any of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at (or, if there is no successor sub-adviser, to the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with Adviser on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser and shall otherwise cooperate with and provide reasonable assistance to the Adviser. , the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust.
(f) The Adviser is required to notify and inform the compliance department of acknowledges that the Sub-Adviser performs investment advisory services for various other clients in advance of any reports addition to the Funds and, to the extent it is consistent with applicable law and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the FundAdviser’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunderfiduciary obligations, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide give advice and take certain actions action with respect to any of those other clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice given or the timing or nature of actions action taken with respect for a particular Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of the occurrence of any of the following events (i) of a financial condition arises that is reasonably and foreseeably likely to impair the Fund. Furthermore, Sub-Adviser’s ability to fulfill its commitment under this Agreement; (ii) the Sub-Adviser shall have no obligation to recommend the purchase has been served or sale otherwise becomes aware of any asset on behalf action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, or regulator, which will be reasonably expected to impair or prevent the Sub-Adviser’s ability to perform its obligations hereunder for the Funds, or that is otherwise materially adverse to the Sub-Adviser’s business; (iii) any of the Fund that portfolio managers of the Sub-Adviser as disclosed in the Prospectus of the Fund are no longer active, or an affiliate may purchase are proposed to no longer be active, in providing such services to that Fund, including the termination of that person’s employment with the Sub-Adviser; and (iv) material changes in the investment process used to manage the Fund and any material changes in senior management, operations or sell for its own account or for the account of any clients ownership of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the The Sub-Adviser shall not be responsible for exercising reviewing proxy solicitation materials and voting and handling proxies. The Sub-Adviser will have no obligation to advise, initiate or take any voting rights other action on behalf of the Adviser, the Funds or the Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities comprising the Assets or any other matter. Sub-Adviser will not file proofs of claims relating to the securities comprising the Assets or any other matter and will not notify the Adviser, the Funds or the Trust’s custodian of class action settlements or bankruptcies relating to the Assets.
(i) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Funds or a sub-adviser to a portfolio that is under common control with the Funds concerning the Assets, except as permitted by the policies and procedures of the Assets of the FundFunds. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of the Fund or Funds other than the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fundwhich it sub-advises.
(ij) To On occasions when the extent that Sub-Adviser deems the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf purchase or sale of a security to be in the best interest of the FundFunds as well as other clients of the Sub-Adviser, the Sub-Adviser agrees may, to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser set forth will allocate securities so purchased or sold, as well as the expenses incurred in section 1 are performed the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.
(k) The Sub-Adviser shall maintain books and records with respect to the Funds’ securities transactions and keep the Board and the Adviser fully informed on an ongoing basis as agreed by the Adviser and the Sub-Adviser of all material facts concerning the Sub-Adviser and its identified investment personnel, as noted above, with respect to the Funds, and the investment and the reinvestment of the Assets of the Funds. The Sub-Adviser shall furnish to the Adviser or the Board such reasonably requested regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board may reasonably request and the Sub-Adviser will attend meetings with the Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser will shall also furnish to the Adviser any other information relating to the Assets that is required to be deemed filed by the Adviser or the Trust with the SEC or sent to have satisfied such duties hereunder. In shareholders under the event 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(l) The fair valuation of securities in a Fund may be required when the Adviser becomes aware of significant events that may affect the pricing of all or a portion of a potential conflict or disagreement, the parties agree to work together to remedy such situationFund’s portfolio. The Sub-Adviser shall also will provide other trade related services assistance in determining the fair value of the Assets, as necessary and reasonably requested by the Adviser or its agent, and use reasonable efforts to arrange for the Assets in accordance with provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser if market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the value of any such policies and procedures as the Parties may agree from time to timesecurity.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Managed Portfolio Series)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement statement, as notified to the Sub-Adviser, and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts in relation to the Sub-Adviser’s best execution policy, to obtain on behalf of the Fund best execution. The Sub-Adviser is authorized to enter into and execute such agreements as may be necessary in order to carry out its duties under this Agreement. The Adviser acknowledges that it has received a copy of the best execution policy of the Sub-Adviser. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.Advised
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Trust's Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “"Assets”"), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s 's investment objectiveobjectives, policies and restrictions as stated in the each Fund’s prospectus, 's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “"Prospectus”"), the Trust's Declaration of Trust (as defined herein), as amended from time to time, the Trust's amended and restated by-laws, as amended from time to time, any other investment guidelines on instructions received by the Sub-Adviser in writing from the Adviser from time to time and subject to the following:
(a) Any amendments to the foregoing documents will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt.
(b) The Sub-Adviser will perform its obligations under this agreement shall, in accordance consultation with such policies and procedures as subject to the Parties may agree direction of the Adviser, determine from time to timetime what Assets will be purchased, retained or sold by a Fund, and what portion of the Assets will be invested or held uninvested in cash.
(bc) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents Trust's Declaration of Trust (as defined herein), Prospectus, Compliance Policies and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by Procedures and with the written instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, Subchapter M of the Internal Revenue Code of 1986, as amended 1986 (the “"Code”"), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cd) The Sub-Adviser shall determine the Assets to be purchased or sold by the a Fund as provided in subparagraph (b) and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the a Fund’s registration statement 's compliance policy and the Prospectus procedures or as the Board of Directors Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing portfolio Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of each Fund the Fund best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the "Exchange Act")). Provided the Sub-Adviser is acting in accordance Consistent with any such instructions and directions of the Adviser or guidelines established by the Board of DirectorsTrustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a Fund. In addition, the FundSub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the a Fund’s 's Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s Trust's principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“"SEC”) "), the Investment Advisers Act of 1940, as amended (the ("Advisers Act"), and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(de) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors such information as provided for in Appendix A to this Agreement1940 Act. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform the Sub-Adviser in a timely manner about such all information relating to the Sub-Adviser’s 's services under this Agreement needed by the Adviser or to keep the other books and records of a Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request required by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders Rule 31a-1 under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SECAct. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will provide copies surrender promptly to a Fund any of such records it maintains pursuant to this Agreement upon the Fund’s 's request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, howeverif there is no successor sub-adviser, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder).
(f) The Sub-Adviser shall provide the a Fund’s 's custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the a Fund’s Assets, including the name of the issuer, the description 's Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In To the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing extent called for by the AdviserTrust's Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall have no further authority to act for or represent provide the Fund or with information and advice regarding Assets to assist the Corporation Fund in any way or otherwise be deemed to be an agent determining the appropriate valuation of the Fund, the Corporation or the Adviser. If any occasion should arise in which such Assets.
(h) The investment management services provided by the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to under this Agreement are not to be deemed to be exclusive, exclusive and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation be free to recommend render similar services to others, as long as such services do not impair the purchase services rendered to the Adviser or sale of any asset on behalf of the Fund that the Trust.
(i) The Sub-Adviser or an affiliate may purchase or sell for its own account or for shall promptly notify the account Adviser of any clients of financial condition that is reasonably likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
(hi) Subject to Except under the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubtcircumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for exercising any reviewing proxy solicitation materials or voting rights relating and handling proxies in relation to any the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days' written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the Assets time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.
(k) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any advice or act on behalf assets of a Fund other than the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the FundAssets.
(i1) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, On occasions when the Sub-Adviser agrees deems the purchase or sale of a security to coordinate and cooperate with the Adviser be in the performance best interest of its duties in accordance with such policies and procedures a Fund as the parties may agree from time to time. To the extent that any duties well as other clients of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be deemed to have satisfied such duties hereundersold or purchased. In the event of a potential conflict or disagreementsuch event, the parties agree Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to work together be equitable and consistent with its fiduciary obligations to remedy a Fund and to such situationother clients under the circumstances.
(m) The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or fmancial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall also provide furnish to the Adviser any other trade related services for information relating to the Assets in accordance that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.
(n) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers, employees or control affiliates; provided, however, that the use of such policies and procedures as mediums does not relieve the Parties may agree Sub-Adviser from time to timeany obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of DirectorsTrustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of DirectorsTrustees. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(gf) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(hg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the FundFund in accordance with such guidelines established by the Adviser and approved by the Board of Trustees that the Adviser has provided to the Sub-Adviser in writing. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Sources: Interim Investment Sub Advisory Agreement (DWS Securities Trust)
Duties of the Sub-Adviser. Subject to supervision and oversight direction by the Adviser and the Fund’s Trust's Board of DirectorsTrustees, the Sub-Adviser shall manage on a discretionary basis the investment operation of all of the securities and other assets of the Fund Portfolio entrusted to it by the Adviser hereunder (the “"Assets”)") and the composition of the Portfolio, including the purchase, retention and disposition of the Assets, in accordance with the Fund’s Portfolio's investment objectiveobjectives, policies and restrictions as stated in the Fund’s prospectus, Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time by written notice to the Sub-Adviser (referred to collectively as the “"Prospectus”"), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies shall provide supervision of the Assets and procedures as the Parties may agree determine from time to timetime what Assets will be purchased, retained or sold by the Portfolio, and what portion of the Assets will be invested or held uninvested in cash. In furtherance of the forgoing, the Adviser hereby designates and appoints the Sub-Adviser as agent and attorney-in-fact of the Trust, with authority and without further approval of the Adviser (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Portfolio of securities that are not registered under the Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have authority, among other things to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such agreements, instruments and documents (including, without limitation, purchase agreements and subscription documents), and make such commitments, as may be required or otherwise in connection with the purchase and sale or such securities; (iii) represent that the Portfolio is an "accredited investor" under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by the Adviser in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser or such notice.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents Trust's Declaration of Trust (as defined herein) and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund Portfolio and will place orders with or through only those such persons, brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made available to the Sub-Adviser from time to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Portfolio's Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain seek on behalf of the Fund Portfolio the best executionoverall terms available. In evaluating assessing the best execution overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best executionoverall terms available, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, transaction the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided ) provided to the Portfolio and/or other accounts over which the Sub-Adviser is acting in accordance with any such instructions and directions or an affiliate of the Adviser or the Board of Directors, the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the FundPortfolio. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for Portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s Portfolio's Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s Trust's principal underwriter, or any affiliated person of either the FundTrust, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the FundAct.
(d) The Sub-Adviser shall keep maintain all books and records with respect to transactions involving the Adviser informed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of developments materially affecting Rule 31a-1 under the Fund. The Sub-Adviser 1940 Act and shall provide render to the Adviser or the Board of Directors Trustees such information periodic and special reports as provided for in Appendix A to this Agreementthe Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Agreement and shall timely furnish to the Adviser shall inform all information requested by the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s 's services under this Agreement needed by the Adviser or to keep the Fund other books and records of the Portfolio required by Rule 31a-1 under law applicable to the Adviser or 1940 Act. Upon request, the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, Adviser any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Trust with the SEC Securities and Exchange Commission ("SEC") or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will provide copies surrender promptly to the Portfolio any of such records it maintains pursuant to this Agreement upon the Fund’s Portfolio's request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this his Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor subSub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided(or, however, that the if there is no successor Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect Adviser, to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactionsAdviser).
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s Portfolio's custodian and the Fund’s Accountant with on each business day’s day with information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description Portfolio's Assets and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. .
(f) The Adviser is required to notify and inform the compliance department of investment management services provided by the Sub-Adviser in advance of any reports under this Agreement are not to be deemed exclusive and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide be free to render similar services to others, as long as such sub-certifications as officers of services do not impair the services rendered to the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the sameTrust. The Sub-Adviser shall not hold any asset of be obligated to purchase or sell for the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in Portfolio securities which the Sub-Adviser gives any advice to its clients concerning may purchase or sell or recommend for purchase or sale for itself or for the shares Portfolios of other clients. Moreover, the Adviser acknowledges that circumstances may arise under which the Sub-Adviser determines that while it would be both desirable and suitable that a particular security be purchased or sold for the account of more than one of the FundSub-Adviser's Portfolios, there is a limited supply or demand for that security. Under such circumstances, the Adviser acknowledges that, while the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of seek to allocate the Fund. The Sub-Adviser’s services opportunity to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients that security among those portfolios on an equitable basis (including as between portfolios of the Sub-Adviser.
(h) Subject 's nondiscretionary clients, to the following, whom the Sub-Adviser shall take corporate action elections with respect to securities held by makes recommendations, and Portfolios of its discretionary clients, such as the Fund. For the avoidance of doubtportfolio), the Sub-Adviser shall not be responsible for exercising any voting rights relating required to assure equality of treatment among all of its clients (including that that opportunity to purchase or sell that security will be proportionately allocated among those portfolios according to any particular or predetermined standards or criteria). Where, because of the Assets prevailing market conditions, it is not possible to receive the same price or time of execution for all of the Fundsecurities or other investments purchased or sold for the Portfolio, transactions for the Portfolio may be reported with the average prices of those transactions. In certain instances, the Sub-Adviser, in its discretion, may place a large order to purchase or sell a particular security or other investment for the Portfolio and the accounts of one or more other clients. Because of the prevailing market conditions, its is frequently not possible to receive the same price or time of execution for all of the securities or other investments purchased or sold. When this occurs, the Sub-Adviser will average the various prices and charge or credit the Portfolio with the average price. In such instances, the confirmation for such transaction sent to the Adviser will disclose the average price. Upon request, the Sub-Adviser will make the underlying records reflecting the actual transaction available for the Adviser's inspection. The Portfolio may include securities of companies for which ▇▇▇▇▇▇▇▇▇▇ Securities, an affiliate of the Sub-Adviser, acts as investment banker or financial adviser or with which it has other confidential relationships or in which it maintains a position or makes a market or otherwise has an interest. The Adviser appreciates that, for good commercial and legal reasons, nonpublic information (a) which becomes available to ▇▇▇▇▇▇▇▇▇▇ Securities through its relationships or for any other reason cannot be passed on to the Sub-Adviser or the Adviser, or used for the benefit of the Portfolio; and (b) which becomes available to the Sub-Adviser for any reason cannot be passed onto the Adviser or used for the benefit of the Portfolio. The Adviser understands that ▇▇▇▇▇▇▇▇▇▇ Securities, an affiliate of the Sub-Adviser, may provide investing banking, investment advisory and brokerage services to persons other than the Adviser. These activities ▇▇▇ result in a conflict between the interests of ▇▇▇▇▇▇▇▇▇▇ Securities and the Adviser which, in certain circumstances, may restrict the Sub-Adviser from trading or recommending the trading in certain securities.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
(h) The Adviser hereby authorizes the Sub-Adviser to receive and confer upon the Sub-Adviser complete discretion to vote proxies solicited by or with respect to the issuers of securities in which the Assets may be invested from time to time ("Proxies"). The Sub-Adviser shall not provide vote all Proxies in a manner which, at the time of any advice Proxy vote is cast, is consistent with the Sub-Adviser's good faith judgment. The Adviser shall promptly deliver or act on behalf cause to be delivered to the Sub-Adviser all Proxies, including any information with respect thereto, received by the Adviser or the Trust, or by any agent of the Fund Adviser or the Adviser in Trust, including without limitation, any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf custodian of the FundAssets. The Adviser shall hold the Sub-Adviser harmless for failure to vote Proxies, which are not received by, or delivered to, the Sub-Adviser agrees in sufficient time to coordinate and cooperate with permit the Sub-Adviser in the performance of its duties to vote such Proxies in accordance with such policies and procedures as the parties Sub-Adviser's good faith judgment. Services to be furnished by the Sub-Adviser under this Agreement may agree from time to time. To be furnished through the extent that medium of any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser's partners, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict officers or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to timeemployees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. Subject Sub-Adviser shall (i) provide research services for each Fund and (ii) subject to supervision and oversight by the Adviser and the FundTrust’s Board of DirectorsTrustees, the Sub-Adviser shall manage such portion or all of the securities and other assets of the each Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), as well as any other objectives, policies or limitations as may be provided by Adviser to Sub-Adviser in writing from time to time (the “Services”), and subject to the following:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies and procedures as the Parties may agree from time to time.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the CorporationTrust’s constituent documents Agreement and the Declaration of Trust, By-Laws, Prospectus and Statement of Additional Information, as each is amended from time to time (the “Operating Documents” and attached hereto as Appendix B”) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Directors Trustees of the Corporation Trust and the Sub-Adviser will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.
(cb) The Sub-Adviser shall determine the Assets to be purchased or sold by the each Fund and will place all orders for the purchase and sale of Assets on behalf of the Fund with or through only those brokers or dealers that appear on a list of brokers and dealers approved selected by the Adviser and made available to the Sub-Adviser from time to timeAdviser. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the FundTrust’s registration statement and the Prospectus or as the Board of Directors Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts seek to obtain on behalf of each Fund the Fund combination of best executionnet price and execution under the circumstances. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of DirectorsTrustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Directors, the The Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- – viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the a Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the FundTrustees. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that the best execution principles may provide for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the a Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the a Fund.
(dc) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the FundFunds. The Sub-Adviser shall provide to the Adviser or the Board of Directors Trustees such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund Funds under law applicable to the Adviser or the FundFunds. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund Funds with the SEC or sent to shareholders under the Securities Act of 1933, as amended (the “1933 Act Act”), or 1940 Act (including the rules adopted thereunderhereunder) or any exemptive or other relief that the Adviser or the Fund obtains Funds obtain from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s Funds’ request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s Funds’ request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(ed) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees on due notice to review the investments and investment program of the Fund Funds in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the CorporationTrust’s officers and Directors Trustees and provide such information as the Board of Directors Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(fe) The Sub-Adviser shall provide the Fund’s Funds’ custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the each Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the a Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) . In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as for herein or otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the a Fund or the Corporation Trust in any way or otherwise be deemed to be an agent of the Fund, the Corporation Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the a Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund Funds pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund Funds or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the FundFunds. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund Funds that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the a Fund. The Sub-Adviser shall not provide any advice or act on behalf of the a Fund or the Adviser in any all class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.
Appears in 1 contract
Duties of the Sub-Adviser. Subject INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Fund and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and oversight by the Adviser and Board of Directors of the Fund’s Board , for the period and on the terms and conditions set forth in this Agreement. The Sub- Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Sub-Adviser hereby agrees to manage the investment operations of the Fund, subject to the supervision of the Fund's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser shall manage all of agrees to perform the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the followingfollowing services:
(a) The Sub-Adviser will perform its obligations under this agreement in accordance with such policies to manage the investment and procedures as reinvestment of all the Parties may agree from time assets, now or hereafter acquired, of the Fund, and to time.execute all purchases and sales of portfolio securities;
(b) In to maintain a continuous investment program for the performance Fund, consistent with (i) the Fund's investment policies as set forth in the Fund's Articles of its duties Incorporation, Bylaws, and obligations Registration Statement, as from time to time amended, under this Agreementthe Investment Company Act of 1940, the Sub-Adviser shall act in conformity with the Corporation’s constituent documents and the Prospectus as amended (the “Operating Documents” "1940 Act"), and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions any prospectus and/or statement of additional information of the Adviser Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Board of Directors of the Corporation and will conform to and comply with the requirements of the 1940 Act, Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.amended;
(c) The Sub-Adviser shall to determine the Assets what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Fund or INVESCO, and will place orders with to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or through only those brokers or dealers that appear on a list of brokers and dealers approved by the Adviser and made hereafter generally available to investment advisory customers of the Sub-Adviser from time Adviser;
(e) to time. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Fund’s registration statement and the Prospectus or as the Board of Directors or the Adviser may direct from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to obtain on behalf determine what portion of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market should be invested in the securityvarious types of securities authorized for purchase by the Fund; and
(f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the price Fund's portfolio securities shall be exercised. With respect to execution of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both transactions for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Adviser or the Board of Directors, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of DirectorsFund, the Sub-Adviser is authorized to pay to a broker employ such brokers or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund which is in excess of to obtain prompt and reliable execution at the amount of most favorable price obtainable. In assigning an execution or negotiating the commission another broker or dealer would have charged for effecting that transaction if, but only ifto be paid therefor, the Sub-Adviser determines in good faith that such commission was reasonable in relation is authorized to consider the value full range and quality of a broker's services which benefit the brokerage Fund, including but not limited to research and research analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services provided prepared and furnished by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of brokers through which the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser effects securities transactions on behalf of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Fund’s principal underwriter, or any affiliated person of either the Fund, the Adviser, the Sub-Adviser or any other sub-adviser of the Fund or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Fund’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by (or pursuant to procedures of) the Adviser and the Board of Directors. The Adviser or its affiliates may, from time to time, engage other sub-advisers to advise the Fund (or portions thereof), other series of the Corporation (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a “Sub-Advised Fund”). The Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not be responsible for executing portfolio transactions for the Fund involving North- or South-American securities, which will continue to be executed by the Adviser. To the extent permitted by the Securities Exchange Act of 1934, the 1940 Act and the rules adopted thereunder and the Fund’s policies and procedures, the Sub-Adviser may receive non-monetary benefits from brokers and third parties in connection with trading transactions. It will use those benefits in respect of investment decisions in the Fund´s interest. Those benefits comprise for example research and financial analyses and may be prepared by brokers or third persons. The Sub-Adviser shall disclose further details on request of the Adviser or the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made used by the Sub-Adviser in servicing all of its accounts, and not all such services may be used by the manner the Sub-Sub- Adviser considers to be the most equitable and consistent in connection with its fiduciary obligations to the Fund and to such other clients. The Adviser acknowledges that each individual aggregated transaction may work to the advantage or disadvantage of the Fund. The Adviser consents that In the best execution principles may provide selection of a broker or dealer for an execution of orders outside regulated markets and multilateral trading facilities. The Sub-Adviser may, but shall be under no obligation to, buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Fund as may be in effect from time to timeany negotiated transaction, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have no duty or obligation to seek advance competitive bidding for the right by written notice most favorable negotiated commission rate for such transaction, or to identify securities that may not be purchased select any broker solely on behalf the basis of the Fund.
(d) The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser its purported or the Board of Directors "posted" commission rate for such information as provided for in Appendix A to this Agreement. The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Advisertransaction, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to shareholders under the 1933 Act or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of shall consider such records. The Sub-Adviser agrees to permit the Adviser"posted" commission rates, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In additionif any, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), together with any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement other information available at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
(e) The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Adviser for itself and on behalf of the Fund may reasonably request, the Sub-Adviser will furnish to the Adviser, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Fund or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination level of the value of securities held or commissions known to be acquired charged on comparable transactions by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Corporation’s officers and Directors and provide such information as the Board of Directors and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f) The Sub-Adviser shall provide the Fund’s custodian and the Fund’s Accountant with each business day’s information relating to all matched transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Corporation may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund. The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.
(g) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor andqualified brokerage firms, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except well as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Corporation in any way or otherwise be deemed to be an agent of the Fund, the Corporation or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and all other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund. For the avoidance of doubt, the Sub-Adviser shall not be responsible for exercising any voting rights relating to any of the Assets of the Fund. The Sub-Adviser shall not provide any advice or act on behalf of the Fund or the Adviser in any class action proceedings involving assets held by the Fund or Assets of issuers of securities held by the Fund.
(i) To the extent that the Adviser has retained any portfolio management and trade execution duties set forth herein on behalf of the Fund, the Sub-Adviser agrees to coordinate and cooperate with the Adviser in the performance of its duties in accordance with such policies and procedures as the parties may agree from time to time. To the extent that any duties of the Sub-Adviser set forth in section 1 are performed by the Adviser, the Sub-Adviser will be deemed to have satisfied such duties hereunder. In the event of a potential conflict or disagreement, the parties agree to work together to remedy such situation. The Sub-Adviser shall also provide other trade related services for the Assets in accordance with such policies and procedures as the Parties may agree from time to time.relevant factors and
Appears in 1 contract
Sources: Sub Advisory Agreement (Invesco Dynamics Fund Inc /)