Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules and regulations, and the Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act. (b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board. (c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time. (d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program. (e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation. (f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide. (g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein. (h) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser. (i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser may retain a copy of such records. (j) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Accordant ODCE Index Fund)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust's Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forthFund entrusted to it hereunder (the "Assets"), subject to including the supervision purchase, retention and oversight disposition of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthAssets, in accordance with (i) the Fund's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s 's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to time, the “Registration Statement”); time (ii) all other applicable federal and state laws, rules and regulations, and the Fund’s charter and by-laws referred to collectively as the same shall be amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing"Prospectus"), the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: following:
(ia) The Sub-Adviser shall subject to Paragraph 1(b), determine the composition of the portfolio of in its discretion from time to time what Assets will be purchased, retained or sold by the Fund, the nature and timing what portion of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made Assets will be invested or held uninvested in cash. Consistent with any policies established by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and Trust and/or the Adviser, the Sub-Adviser shall have be authorized to enter into agreements and execute any documents required to manage the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the BoardAssets.
(cb) Unless otherwise instructed in writing by In the Adviser or the Boardperformance of its duties and obligations under this Agreement, the Sub-Adviser shall have act in conformity with the responsibility Trust's Declaration of Trust (as defined herein) and discretion the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to voteand comply with the requirements of the 1940 Act, either in person or by proxythe Internal Revenue Code of 1986 (the "Code"), securities in which the Fund may be invested and all other applicable federal and state laws and regulations, as each is amended from time to time.
(dc) Unless otherwise instructed in writing The Sub-Adviser shall determine the Assets to be purchased or sold by the Adviser Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Prospectus or as the Board of Trustees or the BoardAdviser may direct from time to time, in conformity with all federal securities laws. Consistent with its obligations under the Investment Advisers Act of 1940, as amended, the Sub-Adviser shall have seek best execution for Fund transactions. In assessing the responsibility and discretion to execute subscriptions or other documentation effecting investments in best overall terms available for any investment opportunities or companies in which transaction, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with shall consider all factors that it deems relevant, including the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the "Exchange Act")). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter 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) and to take into trading agreements account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and execute 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, Sub-Adviser, the Trust's principal underwriter, or any documents affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (e.g."SEC") and the 1940 Act. The Sub-Adviser and any affiliate and any officer or employee thereof may, ISDAsin accordance with Section 206 of the Advisers Act, control agreementsbuy, clearing agreements hold and deal in any securities or interests in any other trading arrangements (eachfund or account to which the Sub-Adviser or any affiliate provides investment management or advisory services upon its individual account notwithstanding that similar securities or interests may be held by the Fund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a “Trading Agreement”) manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such clients. In accordance with applicable laws, the Sub-Adviser may also, on behalf of the Fund, purchase or sell Assets from or to another account or customer for which it or an affiliate acts as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentationinvestment manager or adviser.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request, provided that in the case of records that cannot be segregated from information that is not a record of the Fund, the Sub-Adviser may provide such information in extracted hard copy format upon such request; and provided further that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to other accounts and customers, as long as such services do not impair the services rendered to the Adviser or the Trust. The Sub-Adviser shall be permitted to give advice to, and to make investments on behalf of, the Fund which may differ from advice with respect to or from investments made on behalf of such other accounts and customers even though the investment objectives of the Fund may be the same or similar, provided, however, that the Sub-Adviser, in accordance with Section 206 of the Advisers Act, acts in good faith and follows a policy of allocating over a period of time opportunities to the Fund on a fair and equitable basis relative to such other accounts and customers, taking into consideration issues such as availability as well as the policies and restrictions to which such other accounts and customers and the Sub-Adviser in respect of the Fund are subject.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held as Assets in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) Upon notice to and the written approval of the Adviser, the Sub-Adviser shall, subject to the conditions of the Adviser's written approval, be entitled to appoint advisers, including legal counsel, in connection with matters pertaining to an Asset if it reasonably determines such action to be in the best interests of the Fund; provided that such notice and approval shall not be required when such advisers are appointed at the expense of the issuer of the relevant Asset. Subject to the conditions of the Adviser's written approval, any costs and fees associated with such an appointment shall be borne by the Fund.
(j) The Sub-Adviser shall be primarily responsible has in operation a written procedure in accordance with the Rules for the execution effective consideration and proper handling of complaints from customers. Any formal complaints should be referred to the Compliance Officer of the Sub-Adviser.
(k) The Sub-Adviser's internal compliance policy is to not accept goods or services under any Soft Commission Agreement (as defined in the Rules) or any other soft commission arrangements. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's control affiliates, partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 hereby retains shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assetsTrusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and to provide investment advice to Procedures and with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Board”Code), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Funds Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Sub- Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the Exchange Act)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 Trusts 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub- Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Fund’s portfolio transactions 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 books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall render timely furnish to the Board such periodic Adviser all information relating to the Sub-Advisers services under this Agreement needed by the Adviser to keep the other books and special reports as records of a Fund required by Rule 31a-1 under the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s Funds request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub- Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub- Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution 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 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.
(j) 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 assets of a Fund other than the Assets.
(k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.
(l) 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 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 or the Trust obtains from the SEC.
(m) 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 Exchange Act, 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 trades in securities in of the Fund’s portfolio and Sub-Advisers partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any 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 by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment of all of the securities and other assets of the Portfolio entrusted to it hereunder, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall provide supervision of the Portfolio's investments and determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) seek on behalf of the Fund, as applicable) and take Portfolio the best overall terms available. In assessing the best overall terms available for any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Advisertransaction, the Sub-Adviser shall identify consider all factors that it deems relevant, including the Affiliated Personnel breadth of the market in the security, the price of the security, the financial condition and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.execution capability of the
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. Upon reasonable request and for purposes of a Securities and Exchange Commission or other regulatory inspection, the Adviser will furnish Sub-Adviser with information maintained by it as Adviser to the Portfolio. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser by this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Trust with the Securities and Exchange Commission ("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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records.. 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 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 upon the termination of his Agreement (or, if there is no successor
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution securities held in the Portfolio. The Adviser shall instruct custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage that portion of the securities and other assets of a Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets in accordance with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s then current prospectus and statement of additional information, as may be amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Adviser hereby retains the Sub-Adviser shall provide investment advisory services to manage on a discretionary basis Fund and shall, in such capacity, determine from time to time what Assets will be purchased, retained, or sold by the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment what portion of the assets of the Fund) as hereinafter set forthAssets will be invested or held uninvested in cash, subject to the supervision and oversight direction of the Adviser and the Board of Trustees of the Fund Trust.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust, the Prospectus, and 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, the Internal Revenue Code of 1986 (the “BoardCode”), and all other applicable federal and state laws and regulations, as each is amended from time to time. Notwithstanding the foregoing, the Adviser acknowledges that it is solely responsible for evaluating a Fund’s requirements pursuant to Section 851(b)(2) and Section 851(b)(3) of the period Code.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by a Fund as provided in subparagraph (a) above and upon will place orders with or through such persons, brokers or dealers to carry out the terms herein set forth, in accordance policy with (i) the investment objective, policies and restrictions that are respect to brokerage set forth in the Fund’s prospectus and statement of additional information (Prospectus or as the same Board of Trustees or the Adviser may be amended or supplemented direct in writing from time to time, the “Registration Statement”); (ii) in conformity with all other applicable federal securities laws. In executing transactions and state laws, rules and regulations, and the Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoingselecting brokers or dealers, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate seek on behalf of the Fund the best overall terms available and in a manner consistent with the Sub-Adviser’s Best Execution Policy. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “1934 Act”)). Consistent with any guidelines established by the Trust and Section 28(e) of the 1934 Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund that is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request by the Adviser.
(f) The investment sub-advisory services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others as long as such services do not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of (i) any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement; (ii) any anticipated change in control or management of the Sub-Adviser; (iii) any change in the Sub-Adviser’s personnel materially involved in the management of the Assets; (iv) any failure by the Sub-Adviser to remain registered as an investment adviser under the Investment Advisers Act of 1940 or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered; (v) the Sub-Adviser being served or receiving notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or government or regulatory agency in any way relating to a Fund or potentially affecting the Sub-Adviser’s services under this Agreement; and (vi) any violation by the Sub-Adviser of the federal securities laws.
(h) The Sub-Adviser shall be primarily responsible for reviewing proxy solicitation materials and voting and handling proxies in relation to the execution securities held as Assets in a Fund. The Sub-Adviser shall vote all proxies in accordance with its own proxy voting policy.
(i) 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 fund that is under common control with the Fund concerning the Assets, except as permitted by the policies and procedures of the Fund. With respect to any Fund, the Sub-Adviser shall not provide investment advice with respect to any assets of such Fund other than the Assets.
(j) Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the FundSub-Adviser’s portfolio and the Fund’s allocation of brokerage commissionscontrol affiliates, partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Aspiriant Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to Paragraph 2(b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser. Nothing in this Agreement shall permit the Sub-Adviser to take or receive physical possession of the Assets.
(f) 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. In addition, the Sub-Adviser will promptly notify the Adviser in the event that the Sub-Adviser becomes subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement or becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the 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 90 days’ prior written notice from the Adviser and on such terms reasonably agreeable to the Sub-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 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 the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(h) 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 transactions involving the Assets, except for purposes of complying with Rule 12d3-1(a) and (b) under the 1940 Act. The Sub-Adviser shall not provide investment advice with respect to any assets of the Fund other than the Assets.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 provide to the 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 in order to fulfill their supervisory responsibilities in accordance with applicable provisions of federal and state laws, including the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily responsible for filed by the execution 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. 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 trades in securities in of the Fund’s portfolio and Sub-Adviser’s, officers, employees or affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and ------------------------- the Fund's Board of Trustees, the Sub-Adviser shall manage such portion of securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, 's Prospectus and to provide investment advice to with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate seek on behalf of the Fund the best overall terms available. In assessing the best 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 and operational 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 overall terms available, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Adviser in support Board of efforts to implement Trustees of the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Fund and its other clients. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, or any affiliated person of either the Fund, Adviser or the Sub-Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund 1940 Act, including, without limitation, the information specified in Schedule A attached hereto and made a part of this Agreement. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Adviser (i) shall not be required to provide any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes proprietary information or analyses of the Sub-Adviser, except as may be required by law or legal process; and (ii) may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the period prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser); provided, however, that the Sub-Adviser (i) shall not be required to provide any material that is not legally required to be maintained by or on behalf of the Fund and that constitutes proprietary information or analyses of the Sub-Adviser, except as may be required by law or legal process; and (ii) may retain a copy of such records.
(je) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets in accordance with the requirements set forth on Schedule B attached hereto and made a part of this Agreement, and such other information as may reasonably be primarily requested by Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser and its employees and affiliates shall be free to render similar services to others and effect transactions for their account and the account of other clients, as long as such services do not impair the services rendered to the Adviser or the Fund. The Adviser and the Fund understand and agree that nothing contained in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund any security or other asset that the Sub-Adviser or its employees or affiliates may purchase or sell for their own account or for the account of any other client, if in the sole discretion of the Sub-Adviser it is for any reason undesirable or impracticable to take such action or make such recommendation for the Fund.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution of any trades in securities held in the Fund’s portfolio . The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) 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, or employees.
(j) The sub-adviser shall not, on behalf of the Fund’s allocation , purchase securities of brokerage commissionsCIGNA Corporation or of any other entity identified by Adviser to Sub-Adviser in writing.
(k) Sub-Adviser will maintain a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act, will provide to the Fund a copy of the code of ethics and evidence of its adoption, and will make such reports to the Fund as required by Rule 17j-1 under the Act.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Cigna High Income Shares)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Fund’s Board of Directors, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the FundPortfolio’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio’s investments and determine from time to time 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 “Registration Statement”); Sub-Adviser shall act in conformity with the Fund’s Articles of Incorporation and Bylaws (iias such terms are defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio’s Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardPortfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g.shall consider all factors that it deems relevant, ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf including the breadth of the Fundmarket in the security, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision price of the Board security, the financial condition and without limiting the generality execution capability of the foregoingbroker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser maymay also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In no instance, however, will any Portfolio’s securities be purchased from or sold to the Sub-Adviser, the Adviser, or any affiliated person of either the Fund, the Sub-Adviser or the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the FundPortfolio’s portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio’s books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the FundPortfolio’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio’s custodian on each business day with information relating to all transactions concerning the Portfolio’s assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the Adviser’s exercise of its right, granted hereby, to compel an audit of the Portfolio’s financial records, examine records of the Portfolio’s portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily responsible deemed exclusive and the Sub-Adviser shall be free to render similar services to others. The Sub-Adviser shall not be under any obligation to purchase or sell for the execution Portfolio any security that the Sub-Adviser, its officers or employees may purchase or sell for its or their own accounts. The Sub-Adviser, its officers and employees may have an interest in an issuer or security whose purchase or sale is recommended or which is purchased, sold or otherwise traded for the Portfolio, provided, however, that such ownership, purchases and sales shall be in compliance with the Sub-Adviser’s Code of Ethics, and, provided further, that such ownership, purchases and sales shall be consistent with the Sub-Adviser’s fiduciary duties to the Portfolio. The Sub-Adviser certifies that it has adopted a written code of ethics (a “Code”) that complies with Rule 17j-1 of the Investment Company Act of 1940, as amended, and that it has instituted procedures reasonably designed to prevent its Access Persons from violating the Sub-Adviser’s Code, and will provide evidence of the Sub-Adviser’s adoption of such Code. Within a reasonable period following the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied with Rule 17j-1 and that no violations of the Sub-Adviser’s Code occurred (or, if such violations did occur, appropriate action was taken). The Sub-Adviser shall furnish the Adviser with a written report, no less frequently than annually, that complies with Rule 17j-1 with respect to such reports regarding issues, material violations and any related sanctions in connection with the administration of the Code. Upon written request of the Adviser, the Sub-Adviser shall permit the Adviser to examine the reports required to be made to the Sub-Adviser under Rule 17j-1(d)(1) and other records evidencing enforcement of the Code.” Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the FundSub-Adviser’s portfolio and the Fund’s allocation of brokerage commissionspartners, officers or employees.
Appears in 1 contract
Sources: Interim Investment Sub Advisory Agreement (M Fund Inc)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement with respect to managing an actively managed exchange-traded fund is to be deemed exclusive (as set forth in Schedule C) and the Sub-Adviser shall not be free to render similar services to others. The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other clients 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 the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall be primarily responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s .
(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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, 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 or the Trust obtains from the SEC. 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 allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser to manage 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 discretionary basis the Fund’s assets, and to provide investment advice to the Fund timely basis.
(including with respect to the investment and reinvestment of the assets of the Fundb) as hereinafter set forthIn addition, subject to the supervision and oversight of the Adviser and the Board of Trustees Board, the Sub-Adviser shall manage all of the Fund securities and other assets of the Funds (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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:
(i) The Sub-Adviser shall determine from time to time 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.
(ii) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as the same defined herein), and By-Laws, each as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the then-current terms and conditions of 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 performance of its duties 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 “Registration Statement1940 Act”); , the Advisers Act, the Internal Revenue Code of 1986, as amended (ii) the “Code”), and all other applicable federal and state laws, rules laws and regulations and Chinese laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing. In this regard, the Sub-Adviser shallrepresents that it has adopted and implemented and will maintain in accordance with Rule 206(4)-7 under the Advisers Act, during policies and procedures reasonably designed to (a) prevent violation by the Sub-Adviser and its supervised persons (as such term and subject to is defined by the provisions of this Agreement: (iAdvisers Act) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein Advisers Act and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sellrules thereunder; and (vb) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures, prevent violation of the Board 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 have maintain a disaster recovery and business continuity plan that is in accordance with applicable law and within industry standards.
(iii) The Sub-Adviser shall determine the power Assets to be purchased or sold by the Funds as provided in subparagraph (i) and authority on behalf of the Fund to effectuate its investment decisions for the Fundwill place orders with or through such persons, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase brokers or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, dealers chosen by the Sub-Adviser will arrange for such financing on to carry out the Fund’s behalf, subject policy with respect to brokerage as the oversight and approval of Board or the Board.
(c) Unless otherwise instructed Adviser may direct in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed , in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility conformity with all federal securities laws and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fundapplicable Chinese laws and regulations. The Sub-Adviser will use its best efforts may also arrange for, in respect of the Funds, futures contract, derivative instrument and transaction, swap, spot or forward transaction (whether in relation to cooperate currency or any other property). The Sub-Adviser may open and maintain brokerage accounts of all types of 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 in support of efforts to implement the Fund’s investment program.
(e) deems desirable and appropriate. Subject to the supervision obtaining the best price and execution reasonably available and consistent with Section 28(e) of the BoardSecurities Exchange Act of 1934, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g.cause a Fund to pay a member of an exchange, ISDAs, control agreements, clearing agreements and other trading arrangements (each, broker or dealer an amount of commission for effecting a “Trading Agreement”) on behalf securities transaction in excess of the Fundamount of commission another member of an exchange, as applicable) and take any other actions required to make investments pursuant to the Registration Statementbroker or dealer would have charged for effecting that transaction, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, in such instances where the Sub-Adviser may, as permitted by rule, regulation or position has determined in good faith that such amount of commission was reasonable in relation to the value of the staff brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities 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 direct portfolio transactions to a broker that is an affiliated person of the Adviser, Sub-Adviser or a Fund in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission (the “SEC”). The Sub-Adviser shall not 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, utilize any other series of the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnelTrust, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) or any other registered investment company. On occasions when the Sub-Adviser shall deems the purchase or sale of a security to be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses best interest of the Affiliated Personnel shall be paid by and/or be the sole responsibility 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 Adviser shall bear no direct cost securities to be purchased or obligation with respect thereto beyond the payment sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the Management Fee securities so purchased or sold, as described well as the expenses incurred in this Agreementthe transaction, (iv) the Affiliated Personnel shall will be selected made by the Sub-Adviser in good faith the manner which the Sub-Adviser considers to be the most equitable and consistent with reasonable care, its fiduciary obligations to each Fund and be monitored by to its other clients over time. The Adviser agrees that the Sub-Adviser and (v) upon reasonable request by its affiliates may give advice and take action in the Adviserperformance 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 relevant Fund. The Adviser also acknowledges that the Sub-Adviser shall identify and its affiliates are fiduciaries to other entities, some of which have the Affiliated Personnel same or similar investment objectives (and will hold the services they providesame or similar investments) as the Fund(s), and that the Sub-Adviser will update the Adviser when making any material changes to the Affiliated Personnel and the services they providecarry out its duties hereunder together with its duties under such relationships.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hiv) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and assist the Adviser and, except as expressly provided or authorized herein or in and any other agreement between relevant service provider in connection with any securities lending activities by the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the AdviserFunds.
(iv) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Fund’s portfolio transactions 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 render timely furnish to the Board such periodic Adviser all information needed by the Adviser to keep the other books and special reports as records of the Board may reasonably requestFund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records.
(jvi) The Sub-Adviser shall be primarily responsible for provide the execution relevant Fund’s custodian on each business day with information relating to all transactions concerning the Assets and 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. The Sub-Adviser shall not hold, or have custody of, any trades in securities in asset of the Fund (or the Fund’s portfolio 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.
(vii) To the extent applicable to renminbi-denominated securities, the Sub-Adviser 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 allocation proxy voting guidelines. The Sub-Adviser shall certify at least annually or more often as may reasonably be requested by the Adviser, as to the compliance of brokerage commissionsits 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 and its key investment personnel providing services to the Funds. The Sub-Adviser shall furnish to the Adviser or the Board 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, 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 from the SEC on which the Adviser, the 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, promptly notify the Adviser and the Trust’s Fund Accounting Agent of Assets that the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. The Sub-Adviser will provide reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the value of any such security.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision by the Adviser ------------------------- and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall, in Its discretion and without prior consultation with the Adviser, determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Prospectus and to provide investment advice to with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best execution. In assessing the best execution availability for each 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 and operational 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 execution, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Fund and its other clients. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund 1940 Act, including, without limitation, the information specified in Schedule A attached hereto and made a part of this Agreement. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Sub- Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the period prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets in accordance with the requirements set forth on Schedule B attached hereto and made a part of this Agreement, and such other information as may reasonably be requested by Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) 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, or employees.
(j) The sub-adviser shall not, on behalf of the Fund, purchase securities of CIGNA Corporation or of any other entity identified by Adviser to Sub-Adviser shall be primarily responsible for in writing.
(k) Sub-Adviser will adopt a written code of ethics complying with the execution requirements of any trades in securities in Rule 17j-1 under the Fund’s portfolio 1940 Act, will provide to the Fund a copy of the code of ethics and evidence of its adoption, and will make such reports to the Fund’s allocation of brokerage commissionsFund as required by Rule 17j-1 under the Act.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Cigna Funds Group)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed The Sub-Adviser will place orders with respect to transactions in writing securities or other assets held or to be acquired by the Adviser each Fund with or the Boardthrough such persons, brokers or dealers chosen by the Sub-Adviser shall have to carry out the responsibility and discretion policy with respect to execute subscriptions or other documentation effecting investments brokerage set forth in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The ’s Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and subject to the following:
(i) In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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 Assets be purchased from or sold to the supervision Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of the Board Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and without limiting Exchange Commission (“SEC”) and the generality 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2permitted by applicable law and regulations, aggregate the compensation and/or expenses of the Affiliated Personnel shall order for securities to be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost sold or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviserpurchased. In such event, the Sub-Adviser shall identify will allocate securities so purchased or sold, as well as the Affiliated Personnel expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and the services they provide, and will update the Adviser when making any material changes consistent with its fiduciary obligations to the Affiliated Personnel Fund and to such other clients under the services they providecircumstances.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hv) The Sub-Adviser shall for all purposes herein provided be deemed provide to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between such information and reports regarding the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or Funds’ investments that the Adviser in any way deems appropriate or otherwise be deemed an agent of the Fund or the Advisermay reasonably request.
(id) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Fund’s portfolio transactions 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 the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall render timely furnish to the Board such periodic Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and special reports as records of the Board may reasonably requestFunds required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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.
(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) To the extent such authority has been delegated to it by the Adviser, the Sub-Adviser shall, unless and until otherwise 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 the Fund, 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, 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.
(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 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Traded Concepts Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees Directors of the Fund Trust (the “"Board”"), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds' respective investment objectiveobjectives, guidelines, policies and restrictions that are set forth as stated in the each Fund’s 's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively and respectively as the "Prospectus" and the "Statement of Additional Information" (and together, the “"Registration Statement”"); ), and subject to the following:
(iia) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Prospectus, the Statement of Additional Information, the written instructions and directions of the Adviser and of the Board, the terms and conditions of all applicable 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 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, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by the Funds as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Funds' Prospectus and Statement of Additional Information or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best execution and overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the "Exchange Act")). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, as amended, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust's principal underwriter, or obligation with respect thereto beyond the payment any affiliated person of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission ("SEC") and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(l), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to 1940 Act, as requested by the Board such periodic and special reports as the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request's reque st; provided, provided however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 3la- 2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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 and the Trust 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 shall not be primarily 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 execution 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 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 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 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 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 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 or the Trust obtains from the SEC.
(1) 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 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 trades in securities in such security.
(m) The Adviser may add or withdraw Assets from the Fund’s portfolio 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 such other information deemed necessary or appropriate by the Fund’s allocation of brokerage commissionsAdviser.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and as applicable, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed The Sub-Adviser will place orders with respect to transactions in writing securities or other assets held or to be acquired by the Adviser Fund with or the Boardthrough such persons, brokers or dealers chosen by the Sub-Adviser shall have to carry out the responsibility policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and discretion subject to execute subscriptions the following:
(i) In executing Fund transactions and selecting brokers or other documentation effecting investments in any investment opportunities or companies in which dealers, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(h) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser may retain a copy of such records.
(j) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Interim Sub Advisory Agreement (Exchange Traded Concepts Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 hereby retains shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assetsTrusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and to provide investment advice to Procedures and with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Board”Code), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Funds Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Sub- Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the Exchange Act)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 Trusts 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub- Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Fund’s portfolio transactions 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 books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall render timely furnish to the Board such periodic Adviser all information relating to the Sub-Advisers services under this Agreement needed by the Adviser to keep the other books and special reports as records of a Fund required by Rule 31a-1 under the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s Funds request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub- Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub- Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution 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 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.
(j) 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 assets of a Fund other than the Assets.
(k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.
(l) 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 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 or the Trust obtains from the SEC. 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 trades in securities in of the Fund’s portfolio and Sub-Advisers partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with the terms and conditions of the Agreement. the Sub-Adviser shall manage all of the securities and other assets of the Funds (i) the “Assets”), including the purchase. retention and disposition of the Assets. in accordance with the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and as applicable, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed responsibility for placing orders with respect to transactions in writing securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the BoardAdviser to another sub-adviser, the Sub-Adviser shall have will place such orders with or through such persons, brokers or dealers chosen by the responsibility Sub-Adviser to carry out the policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and discretion subject to execute subscriptions the following:
(i) In executing Fund transactions and selecting brokers or other documentation effecting investments in any investment opportunities or companies in which dealers, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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 Assets be purchased from or sold to the supervision Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Board and without limiting the generality Funds as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as to the extent permitted by ruleapplicable law and regulations, regulation aggregate the order for securities to be sold or position of the staff of the Securities and Exchange Commission (the “SEC”)purchased. In such event, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken will allocate securities so purchased or sold, as well as the expenses incurred in furtherance of this Agreement to the same extent it would be for its own actstransaction, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by a manner the Sub-Adviser in good faith reasonably considers to be equitable and consistent with reasonable care, its fiduciary obligations to the Fund and be monitored by to such other clients under the Sub-Adviser and circumstances.
(v) upon reasonable request by To the Adviserextent the Adviser or another sub-adviser is responsible for placing orders with respect to the Funds’ portfolio transactions, the Sub-Adviser shall identify provide to the Affiliated Personnel Adviser or such other sub-adviser such information 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 services they providetiming of and restrictions, and will update if any, on the Adviser when making any material changes to the Affiliated Personnel and the services they providepurchase or sale (e.g., a market order versus a limit order).
(gvi) The 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 he responsible for placing orders with respect to the Funds’ portfolio transactions. During the term of that sub-advisory agreement and, unless and until the Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein assume responsibility for the compensation provided hereinplacement of orders with respect to the Funds’ portfolio transactions, the Sub-Adviser shall have no responsibility or liability for such services, other than the responsibility to provide the information required by subparagraph (c)(v) of this Section 1.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)( I ), (5), (6), (7), (8). (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 3la-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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.
(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) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, unless and until otherwise 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.
(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 and subparagraph (c)(v) of this Section 1. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets.
(j) The Sub-Adviser shall maintain hooks 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Traded Concepts Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hc) The Sub-Adviser shall for all purposes herein provided be deemed determine the Assets to be an independent contractor purchased or sold by the Portfolio as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund Trustees or the Adviser may direct from time to time, in any way conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or otherwise be deemed an agent of dealers, the Fund or the Adviser.Sub-Adviser will use
(id) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Fund’s portfolio transactions 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 render provide to the Adviser or the Board of Trustees such periodic and special reports 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 keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act, 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 or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the A. Investment Sub-Adviser to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules and regulations, and the Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assetsAdvisory Services. Subject to the supervision of the Transamerica IDEX Board of Trustees ("Board") and the Investment Adviser, the Sub-Adviser shall have act as the power investment sub-adviser and authority shall supervise and direct the non U.S. investments of the Trust in accordance with the Trust's investment objective, policies, and restrictions as provided in the Transamerica IDEX Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the "Prospectus"), and such other limitations as directed by the appropriate officers of the Investment Adviser or Transamerica IDEX by notice in writing to the Sub-Adviser. The Sub-Adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets of the Trust in a manner consistent with the Trust's investment objective, policies, and restrictions. In furtherance of this duty, the Sub-Adviser, on behalf of the Fund to effectuate Trust, is authorized, in its investment decisions discretion and without prior consultation with the Trust or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds and other securities or assets; and
(2) place orders and negotiate the commissions (if any) for the Fundexecution of transactions in securities or other assets with or through such brokers, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase dealers, underwriters or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, issuers as the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject may select.
B. Additional Duties of Sub-Adviser. In addition to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Boardabove, the Sub-Adviser shall have shall:
(1) furnish continuous investment information, advice and recommendations to Transamerica IDEX as to the responsibility and discretion acquisition, holding or disposition of any or all of the securities or other assets which the Trust may own or contemplate acquiring from time to votetime;
(2) cause its officers to attend meetings, either in person or by proxyvia teleconference, of Transamerica IDEX and furnish oral or written reports, as Transamerica IDEX may reasonably require, in order to keep Transamerica IDEX and its officers and Board fully informed as to the condition of the investment securities in which of the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the BoardTrust, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility recommendations of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes investment considerations which have given rise to the Affiliated Personnel and the services they provide.those recommendations; and
(g3) The Sub-Adviser hereby accepts furnish such appointment statistical and agrees during the term hereof to render the services described herein for the compensation provided herein.
(h) The Sub-Adviser shall for all purposes herein provided analytical information and reports as may reasonably be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant Transamerica IDEX from time to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser may retain a copy of such recordstime.
(j) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Sub Advisory Agreement (Transamerica Idex Mutual Funds)
Duties of the Sub-Adviser. (a) The Subject to supervision and oversight by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity 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, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; . With respect to any such instructions and (iii) directions, the Investment Company ActSub-Adviser may request that such instructions and directions be made in writing.
(b) Without limiting the generality of the foregoing, the The Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) shall determine the composition Assets to be purchased, retained or sold by the Fund and what portion of the portfolio of Assets will be invested or held uninvested in cash. The Sub-Adviser will place orders with or through such persons, brokers or dealers to carry out the Fund, policy with respect to brokerage set forth in the nature Trust’s registration statement and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, Prospectus or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, Board of Trustees or the Adviser may direct in writing from time to time, reasonably require for the investment of its assetsin conformity with federal securities laws. Subject to the supervision of the Board and the Adviser, the The Sub-Adviser shall have the power is authorized to enter into and authority on behalf of the Fund execute futures clearing and execution “give-up” agreements and master repurchase agreements in order to effectuate carry out its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fundduties under this Agreement. In the event that the Fund determines to acquire debt financingexecuting portfolio transactions and selecting brokers or dealers, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with 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 Trustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in support of efforts to implement the Fund’s investment program.
(eSection 28(e) Subject to the supervision of the BoardSecurities 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 Trustees, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute 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 documents other sub-adviser of the Trust or other registered investment companies (e.g.or series or portions thereof) that may be deemed to be under common control with the Trust, ISDAsthe Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or any other sub-adviser of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control agreementswith the Trust, clearing agreements or the Trust’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 the Adviser and the Board of Trustees. The Adviser or its affiliates may, from time to time, engage other trading arrangements sub-advisers to advise series of the Trust (each, 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 “Trading AgreementSub-Advised Fund”) on behalf ). 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. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the FundFund 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 applicable) 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 take any other actions required to make investments pursuant consistent with its fiduciary obligations to the Registration StatementFund and to such other clients. The Sub-Adviser 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, which may include any market and/or industry standard documentation.
(f) Subject subject to the supervision applicable legal and regulatory requirements, and in compliance with such procedures of the Board Trust as may be in effect from time to time of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and without limiting such other account if it deems this to be advantageous to both of the generality of accounts involved. Notwithstanding the foregoing, the Sub-Adviser may, as permitted agrees that the Adviser shall have the right by rule, regulation or position written notice to identify securities that may not be purchased on behalf of the staff Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Fund may not be effected. The Sub-Adviser shall be responsible 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 acts 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 any Affiliated Personnel taken in furtherance Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of this Agreement developments materially affecting the Fund or the Trust. The Sub-Adviser shall provide to the same extent it would be for Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its own acts, (iii) except affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall maintain and keep the books and records relating to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall Assets required to be paid by and/or be the sole responsibility of the Sub-Adviser, maintained and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected kept by the Sub-Adviser in good faith under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. 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 reasonable care, 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. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and be monitored by the Sub-Adviser and (v) will surrender promptly to the Fund any of such records upon reasonable request by the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Trust’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 notice. In addition, for the duration of this Agreement, the Sub-Adviser shall identify preserve for the Affiliated Personnel periods prescribed by Rule 31a-2 under the 1940 Act and Rule 204-2 under the services they provideInvestment 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 will update (while it may retain copies thereof) shall transfer said records to any successor sub-adviser upon the Adviser when making any material changes termination of this Agreement (or, if there is no successor sub-adviser, to the Affiliated Personnel Adviser). 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 services they provideeffecting of securities transactions.
(gd) The Sub-Adviser hereby accepts will also make its officers and employees available to meet with the officers of the Adviser and the Trust’s officers and 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 Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the Adviser and Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports on portfolio transactions, all in such appointment detail as the Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and agrees during assistance to the term hereof Adviser as to render 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 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 Trust’s officers and Trustees and provide such information as the Board of 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 described herein for the compensation provided hereinhereunder.
(he) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all 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 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 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 acknowledge that the Fund has made arrangements for all purposes herein provided be deemed 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, 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 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.
(f) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor of both the Fund and the Adviser and, except as expressly provided for herein or otherwise expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or writing by the Adviser, shall have no authority to act for or represent the Fund or the Adviser Trust in any way or otherwise be deemed to be an agent of the Fund Fund, the 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.
(ig) The Sub-Adviser shall keep and preserve for promptly notify the period required by the Investment Company Act Adviser of any books and records relevant financial condition that is likely to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that impair the Sub-Adviser may retain a copy of such recordsAdviser’s ability to fulfill its commitment under this Agreement.
(jh) The Sub-Adviser shall be primarily responsible for corporate action elections; provided, however, that the execution of any trades in Sub-Adviser shall not be responsible for voting proxies received with respect to securities in held by the Fund, unless the Adviser, subject to concurrence and delegation by the Trust’s portfolio and Board of Trustees, notifies the Fund’s allocation of brokerage commissionsSub-Adviser in writing that the Sub-Adviser shall have such responsibility.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (DWS Income Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 hereby retains shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assetsTrusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and to provide investment advice to Procedures and with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Board”Code), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Funds Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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, ifany, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker- dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defmed in Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub- Adviser determines in good faith that such commission was reasonable in relation to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision value of the Board brokerage and without limiting the generality research services provided by such broker or dealer -viewed in terms of that particular transaction or in terms of the foregoingoverall responsibilities of the Sub-Adviser to its discretionary clients, including a Fund. In addition, the Sub-Adviser mayis 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 Trusts 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 3 la-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub Advisers services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 3la-1 under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s Funds request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub- adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution securities held as Assets in a Fund. Ifthe 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 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. Gl 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 assets of a Fund other than the Assets.
(k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.
(l) 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 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 or the Trust obtains from the SEC. 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 trades in securities in of the Fund’s portfolio and Sub-Advisers partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Fund's Board of Directors, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s Portfolio's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time 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 “Registration Statement”); Sub-Adviser shall act in conformity with the Fund's Articles of Incorporation and Bylaws (iias such terms are defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, the 2 Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts 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 overall terms available, and in selecting the broker-dealer to implement execute a particular transaction, the Fund’s investment program.
Sub-Adviser may also consider the brokerage and research services (eas those terms are defined in Section 28(e) Subject of the Securities Exchange Act of 1934) provided to the supervision Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the BoardSub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In addition, the Sub-Adviser is authorized to enter allocate purchase and sale orders for the Portfolio's portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser) to take into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf account the sale of variable contracts investing through separate accounts in the Fund if the Sub-Adviser believes that the quality of the Fundtransactions and the commission are comparable to what they would be with other qualified firms. In no instance, as applicable) and take however, will any other actions required to make investments pursuant Portfolio's securities be purchased from or sold to the Registration StatementSub-Adviser, which may include the Adviser, or any market and/or industry standard documentation.
(f) Subject to affiliated person of either the supervision of the Board and without limiting the generality of the foregoingFund, the Sub-Adviser mayor the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission ("SEC") and the “SEC”1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), utilize (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the personnel 1940 Act and shall render to the Adviser or Board of its affiliates including foreign affiliates in providing Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also
(e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such personnelinformation upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the “Affiliated Personnel”)Adviser's exercise of its right, granted hereby, to compel an audit of the Portfolio's financial records, examine records of the Portfolio's portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided that (i) by the Sub- Sub-Adviser remains solely responsible for the provision of services under this Agreement, (ii) Agreement are not to be deemed exclusive and the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement free to render similar services to others, as long as such services do not impair the services rendered to the same extent it would be for its own acts, (iii) except to Adviser or the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided hereinFund.
(h) The Sub-Adviser shall for all purposes herein provided be deemed promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitments under this Agreement. Services to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required furnished by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser under this Agreement may retain a copy be furnished through the medium of such records.
(j) The any of the Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionsAdviser's partners, officers or employees.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision by the ------------------------- Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall, in its discretion and without prior consultation with the Adviser, determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Prospectus and to provide investment advice to with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best execution. In assessing the best execution availability for each 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 and operational 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 execution, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Fund and its other clients. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund 1940 Act, including, without limitation, the information specified in Schedule A attached hereto and made a part of this Agreement. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the period prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets in accordance with the requirements set forth on Schedule B attached hereto and made a part of this Agreement, and such other information as may reasonably be requested by Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Fund, provided Sub-Adviser receives such proxies in a timely manner. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) 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, or employees.
(j) The sub-adviser shall not, on behalf of the Fund, purchase securities of CIGNA Corporation or of any other entity identified by Adviser to Sub-Adviser shall be primarily responsible for in writing.
(k) Sub-Adviser will adopt a written code of ethics complying with the execution requirements of any trades in securities in Rule 17j-1 under the Fund’s portfolio 1940 Act, will provide to the Fund a copy of the code of ethics and evidence of its adoption, and will make such reports to the Fund’s allocation of brokerage commissionsFund as required by Rule 17j-1 under the Act.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Cigna Funds Group)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject each Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information (information, as the same may be 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 shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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.
(c) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures and with the written 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, Subchapter M of the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (b) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Fund’s compliance policy and procedures or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including, but not limited to, the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 a Fund’s Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel Investment Advisers Act of its affiliates including foreign affiliates in providing services under this Agreement 1940, as amended (such personnel, the (“Affiliated PersonnelAdvisers Act”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(he) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(jf) The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(g) To the extent called for by the Trust’s Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.
(h) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution 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 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 assets of a Fund other than the Assets.
(l) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other 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 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 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the assets of the Funds entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), the standards (if applicable) to each Fund to qualify as a “Registration Statementregulated 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:
(iia) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s governing documents, the relevant Fund Prospectus, the written instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed The Sub-Adviser shall determine the Assets to be purchased or sold by the Funds as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in each Fund’s respective Prospectus or as the Board or the Adviser may direct in writing by 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 or may open and maintain brokerage accounts of all types on behalf of and in the Boardname 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 shall have 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 responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf account of the FundFunds that is permitted by Section 11(a) of the Exchange Act, and the Funds consent to the retention of compensation for such transactions. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best execution and overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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, as amended (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, as amended, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust’s principal underwriter, or obligation with respect thereto beyond the payment any affiliated person of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to 1940 Act, as requested by the Board such periodic and special reports as the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and 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. The Sub-Adviser shall not 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 primarily responsible for managing the execution portion of each Fund allocated by the Adviser to the Sub-Adviser. 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.
(j) 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 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 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 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 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 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 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 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, 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 being understood that the Sub-Adviser will not be solely responsible for determining the value of any trades such security.
(m) The Sub-Adviser will provide information, as necessary and reasonably requested by the Adviser or its agent, with respect to any component of the liquidity risk management program adopted by the Fund(s) in securities in accordance with Rule 22e-4 under the Fund’s portfolio and the Fund’s allocation of brokerage commissions1940 Act.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by the Portfolio as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardPortfolio the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Portfolio which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Portfolio. 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) 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 Portfolio's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant provide to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to Adviser or the Board of Trustees such periodic and special reports 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 keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. 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 or the Trust obtains from the SEC. The Sub- Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hc) The Sub-Adviser shall for all purposes herein provided be deemed determine the Assets to be an independent contractor purchased or sold by the Portfolio as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund Trustees or the Adviser may direct from time to time, in any way conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or otherwise be deemed an agent of dealers, the Fund or the Adviser.Sub-Adviser will use
(id) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Fund’s portfolio transactions 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 render provide to the Adviser or the Board of Trustees such periodic and special reports 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 keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. 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 or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the A. Investment Sub-Adviser to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules and regulations, and the Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assetsAdvisory Services. Subject to the supervision of the Transamerica IDEX Board of Trustees ("Board") and the Investment Adviser, the Sub-Adviser shall have act as the power investment sub-adviser and authority shall supervise and direct the U.S. investments of the Trust in accordance with the Trust's investment objective, policies, and restrictions as provided in the Transamerica IDEX Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the "Prospectus"), and such other limitations as directed by the appropriate officers of the Investment Adviser or Transamerica IDEX by notice in writing to the Sub-Adviser. The Sub-Adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets of the Trust in a manner consistent with the Trust's investment objective, policies, and restrictions. In furtherance of this duty, the Sub-Adviser, on behalf of the Fund to effectuate Trust, is authorized, in its investment decisions discretion and without prior consultation with the Trust or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds and other securities or assets; and
(3) place orders and negotiate the commissions (if any) for the Fundexecution of transactions in securities or other assets with or through such brokers, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase dealers, underwriters or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, issuers as the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject may select.
B. Additional Duties of Sub-Adviser. In addition to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Boardabove, the Sub-Adviser shall have shall:
(1) furnish continuous investment information, advice and recommendations to Transamerica IDEX as to the responsibility and discretion acquisition, holding or disposition of any or all of the securities or other assets which the Trust may own or contemplate acquiring from time to votetime;
(2) cause its officers to attend meetings, either in person or by proxyvia teleconference, of Transamerica IDEX and furnish oral or written reports, as Transamerica IDEX may reasonably require, in order to keep Transamerica IDEX and its officers and Board fully informed as to the condition of the investment securities in which of the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the BoardTrust, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility recommendations of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes investment considerations which have given rise to the Affiliated Personnel and the services they provide.those recommendations; and
(g3) The Sub-Adviser hereby accepts furnish such appointment statistical and agrees during the term hereof to render the services described herein for the compensation provided herein.
(h) The Sub-Adviser shall for all purposes herein provided analytical information and reports as may reasonably be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant Transamerica IDEX from time to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser may retain a copy of such recordstime.
(j) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.
Appears in 1 contract
Sources: Sub Advisory Agreement (Transamerica Idex Mutual Funds)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Funds entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall, subject to the direction of the Adviser, determine from time to time 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. The foregoing is not intended to impose upon the Sub-Adviser an obligation to manage on a discretionary basis consult with the Fund’s assetsAdviser in each instance when effecting portfolio transactions involving the Assets.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment written instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust delivered to the “Board”)Sub-Adviser and will conform to and comply with the applicable requirements of the 1940 Act, for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; . The Sub-Adviser agrees to use reasonable efforts to manage the Assets forming part of the Fund so that the Fund will qualify, and (iii) continue to quality, as a regulated investment company under Subchapter M of the Investment Company ActInternal Revenue Code of 1986, as amended, and regulations issued thereunder, except as may be authorized to the contrary by the Trust's Board of Trustees. Schedule B, attached hereto, are included at the Sub-Advisers request in order to facilitate the Sub-Adviser's compliance with rules of the Hong Kong Securities and Future Commission. Such provisions are not intended to modify or supersedes any other provisions of this Agreement.
(bc) Without limiting The Sub-Adviser shall determine the generality of Assets to be purchased or sold by the foregoingFund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Prospectus delivered to the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, Board of Trustees or the Adviser may in writing direct from time to time, reasonably require for the investment of its assetsin conformity with federal securities laws. Subject to the supervision of the Board In executing Fund transactions and the Adviserselecting brokers or dealers, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate seek on behalf of the Fund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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). Consistent with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision policies of the BoardTrust, as disclosed in the Prospectus, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a Fund transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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) 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, Sub-Adviser, the Trust's principal underwriter or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”"), utilize the personnel Investment Advisers Act of its affiliates including foreign affiliates in providing services under this Agreement (such personnel1940, as amended, and the “Affiliated Personnel”)1940 Act, provided that (i) and the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) rules and regulations thereunder. On occasions when the Sub-Adviser shall deems the purchase or sale of a security to be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses best interest of the Affiliated Personnel shall be paid by and/or be the sole responsibility of Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the Adviser shall bear no direct cost securities to be sold or obligation with respect thereto beyond purchased in order to obtain the payment best execution and/or a lower brokerage commission, if any. In such event, allocation of the Management Fee securities so purchased or sold, as described well as the expenses incurred in this Agreementthe transaction, (iv) the Affiliated Personnel shall will be selected made by the Sub-Adviser in good faith the manner it considers to be the most equitable and consistent with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes its fiduciary obligations to the Affiliated Personnel Fund and the services they provideto such clients.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information within the possession or control of the Investment Company Act with respect Sub-Adviser relating to the Fund’s portfolio transactions and shall render Assets that is required to be filed by the Board such periodic and special reports as Adviser or the Board may reasonably requestTrust 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). The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-advisor, to the Adviser).
(je) The Sub-Adviser shall provide each Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. In addition, nothing in this agreement will in any way restrict the Sub-Adviser, its officers, directors or employees from trading in securities for its or their own accounts as permitted by the 1940 Act and the Sub-Adviser's Code of Ethics, provided that the Sub-Adviser's Code of Ethics materially complies with the then current Code of Ethics recommendations of the Investment Company Institute.
(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 commitments under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution Assets. The Adviser shall instruct the custodian and other parties providing services to the Fund to forward promptly all such proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's directors, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Fund’s Board of Directors (a) The Adviser hereby retains the “Board), the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the FundPortfolio’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio’s investments and determine from time to time 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 Fund’s Articles of Incorporation and Bylaws (as such terms are defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board and will conform to and comply with the applicable requirements of the 1940 Act, the Internal Revenue Code (the “Registration StatementCode”); (ii) of 1986 as provided in Section 7(e) of this Agreement, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the The Sub-Adviser will arrange for such financing on have a reasonable time to review and implement any changes to the Prospectus, Fund’s behalf, subject to Articles of Incorporation and Bylaws that affect the oversight performance of its duties and approval of the Boardobligations under this Agreement.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion securities to vote, either in person be purchased or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing sold by the Adviser Portfolio and will place orders with or through such persons, brokers or dealers to carry out the Board, policy with respect to brokerage pursuant to the Sub-Adviser shall have Adviser’s relevant brokerage and portfolio management policies and procedures and consistent with applicable law. In executing Portfolio transactions and selecting brokers or dealers, the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including, as applicable, the breadth of the market in support the security, the price of efforts 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 overall terms available, and in selecting the broker-dealer to implement execute a particular transaction, the Fund’s investment program.
Sub-Adviser may also consider the brokerage and research services (eas those terms are defined in Section 28(e) Subject of the Securities Exchange Act of 1934) provided to the supervision Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the BoardSub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. The Sub-Adviser shall certify quarterly to the Fund as to the Sub-Adviser’s compliance with Section 28(e). In addition, the Sub-Adviser is authorized to enter allocate purchase and sale orders for the Portfolio’s portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser) to take into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf account the sale of variable contracts investing through separate accounts in the Fund if the Sub-Adviser believes that the quality of the Fundtransactions and the commission are comparable to what they would be with other qualified firms. In no instance, as applicable) and take however, will any other actions required to make investments pursuant Portfolio’s securities be purchased from or sold to the Registration StatementSub-Adviser, which may include the Adviser, or any market and/or industry standard documentation.
(f) Subject to affiliated person of either the supervision of the Board and without limiting the generality of the foregoingFund, the Sub-Adviser mayor the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the FundPortfolio’s portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board such periodic and special reports as the Adviser or Board may reasonably request. The Sub-Adviser shall keep the Portfolio’s books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the FundPortfolio’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio’s custodian on each business day with information relating to all transactions concerning the Portfolio’s assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby by the Adviser to review, audit, or make copies of the records required to be maintained by the Sub-Adviser hereunder.
(g) The Sub-Adviser will provide reasonable assistance in connection with the determinations of the Adviser or the Fund’s pricing agent, as the case may be, in valuing any portfolio security held by the Fund; provided, such assistance shall be limited to providing pricing recommendations for a security in the form and in the manner that Sub-Adviser provides a recommendation for that security to other funds that it sub-advises that are registered as investment companies under the 1940 Act (h) The Sub-Adviser shall promptly notify the Adviser of any material financial condition affecting the Sub-Adviser that is likely to materially impair the Sub-Adviser’s ability to fulfill its commitments under this Agreement.
(i) Unless the Adviser advises the Sub-Adviser in writing that the right to vote proxies has been expressly reserved to the Adviser or otherwise delegated to another party, Sub-Adviser shall vote, or abstain from voting, all proxies with respect to companies whose securities are held in the Portfolio, using its best good faith judgment to vote, or abstain from voting, such proxies in accordance with the Sub-Adviser’s then-current Proxy Voting Policies and Procedures and provided that the relevant proxy materials have been forwarded to the Sub-Adviser in a timely manner by the Fund’s custodian, provided that the Sub-Adviser will follow any written instructions received from the Adviser with respect to voting as to particular issues. Sub-Adviser shall not be responsible to advise or act for the Adviser or the Fund in any legal proceedings, including any bankruptcy action or class action settlements, relating to the securities or assets currently or previously held or purchased or sold by the Fund; provided, however, that Sub-Adviser, upon request, shall provide Adviser with non-confidential information in Sub-Adviser’s possession with respect to such proceedings.
(j) The Sub-Adviser shall timely provide such information and data as may be primarily reasonably requested by the Adviser regarding the Sub-Adviser’s management of the Portfolio’s assets, including, but not limited to, semiannual written Portfolio manager commentary and analysis, portfolio holdings and positions, and country and industry diversification tables.
(k) The Sub-Adviser shall provide to the Adviser in a timely manner, such information as is needed by the Fund to properly prepare registration statements, proxy statements, and other documents required by SEC rules and regulations, including but not limited to information required by Items 5(a), 14, and 15 of SEC Registration Statement Form N-1A. The Sub-Adviser shall promptly, but in any event within five business days, inform the Adviser of any material change in such information.
(l) The Sub-Adviser shall furnish the Adviser with any further documents, materials or information that Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.
(m) To the extent permitted by applicable laws and regulations, Sub-Adviser may, but shall be under no obligation to, aggregate the purchase or sale of securities or futures contracts made for the Portfolio and other client accounts or portfolios managed by the Sub-Adviser or its affiliates. In such event, Sub-Adviser will make allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner Sub-Adviser considers to be, over time, the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients, pursuant to the Sub-Adviser’s relevant policies and procedures. Adviser acknowledges that in some cases the above-described process for aggregation and allocation may adversely affect the size of the position obtainable for the Fund. In rendering the services required under this Agreement, Sub-Adviser may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated or unaffiliated entities or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that, in the case of any such delegation that involves any such entities or persons serving as an “investment adviser” to the Fund within the meaning of the 1940 Act, such delegation must meet the requirements of Sections 15(a) and 15(c) of the 1940 Act and related guidance of the Securities and Exchange Commission and its staff. Sub-Adviser shall remain liable to Adviser for the performance of Sub-Adviser’s obligations hereunder and for the acts and omission of such other entities or persons, and Adviser shall not be responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.fees that any such entities or persons may charge to Sub-Adviser for such service
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth in as stated the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (0 of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant provide to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to Adviser or the Board of Trustees such periodic and special reports 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. Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. 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 or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser. The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. 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.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s portfolio . 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 the Fund. As of the 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 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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any 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 by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall, subject to the direction of the Adviser, determine 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment written instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by the Portfolio as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardPortfolio the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Portfolio which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Portfolio. 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) 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 Portfolio's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, 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 be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution of any trades in securities held in the Fund’s portfolio . The Adviser shall instruct the custodian and other parties providing services to the Fund’s allocation Fund to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of brokerage commissionsany of the Sub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Insurance Products Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees , the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject each Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the a Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the a Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime ( referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to the direction of the Adviser, determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Fund’s compliance policies and procedures or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 addition, the Sub-Adviser is authorized to enter into trading agreements allocate purchase and execute any documents sale orders for securities to brokers or dealers (e.g.including brokers and dealers that are affiliated with the Adviser, ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”Sub-Adviser or the Trust’s principal underwriter) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, if the Sub-Adviser maybelieves 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 a Fund’s Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the a Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the a Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution 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 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.
(i) 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 assets of a Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.
(k) 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 the Board of Trustees may reasonably request. The Sub-Adviser shall, promptly upon request, 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 or the Trust obtains from the SEC. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-l under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-l under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(g) The Sub-Adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund.
(h) 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 assets of the Fund other than the Assets.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily responsible for filed by the execution 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. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and ------------------------- the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall, in its discretion and without prior consultation with the Adviser, determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Prospectus and to provide investment advice to with the Fund (including with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best execution. In assessing the best execution availability for each 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 and operational 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 execution, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Fund and its other clients. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund 1940 Act, including, without limitation, the information specified in Schedule A attached hereto and made a part of this Agreement. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Sub- Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the period prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets in accordance with the requirements set forth on Schedule B attached hereto and made a part of this Agreement, and such other information as may reasonably be requested by Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) 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, or employees.
(j) The sub-adviser shall not, on behalf of the Fund, purchase securities of CIGNA Corporation or of any other entity identified by Adviser to Sub-Adviser shall be primarily responsible for in writing.
(k) Sub-Adviser will adopt a written code of ethics complying with the execution requirements of any trades in securities in Rule 17j-1 under the Fund’s portfolio 1940 Act, will provide to the Fund a copy of the code of ethics and evidence of its adoption, and will make such reports to the Fund’s allocation of brokerage commissionsFund as required by Rule 17j-1 under the Act.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Cigna Funds Group)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and as applicable, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed responsibility for placing orders with respect to transactions in writing securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the BoardAdviser to another sub-adviser, the Sub-Adviser shall have will place such orders with or through such persons, brokers or dealers chosen by the responsibility Sub-Adviser to carry out the policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and discretion subject to execute subscriptions the following:
(i) In executing Fund transactions and selecting brokers or other documentation effecting investments in any investment opportunities or companies in which dealers, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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 Assets be purchased from or sold to the supervision Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Board and without limiting the generality Funds as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as to the extent permitted by ruleapplicable law and regulations, regulation aggregate the order for securities to be sold or position of the staff of the Securities and Exchange Commission (the “SEC”)purchased. In such event, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken will allocate securities so purchased or sold, as well as the expenses incurred in furtherance of this Agreement to the same extent it would be for its own actstransaction, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by a manner the Sub-Adviser in good faith reasonably considers to be equitable and consistent with reasonable care, its fiduciary obligations to the Fund and be monitored by to such other clients under the Sub-Adviser and circumstances.
(v) upon reasonable request by To the Adviserextent the Adviser or another sub-adviser is responsible for placing orders with respect to the Funds’ portfolio transactions, the Sub-Adviser shall identify provide to the Affiliated Personnel Adviser or such other sub-adviser such information 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 services they providetiming of and restrictions, and will update if any, on the Adviser when making any material changes to the Affiliated Personnel and the services they providepurchase or sale (e.g., a market order versus a limit order).
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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.
(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) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, unless and until otherwise 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.
(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 and subparagraph (c)(v) of this Section 1. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets.
(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 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, 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 shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Traded Concepts Trust II)
Duties of the Sub-Adviser. 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 such portion of the Fund's assets as the Adviser shall from time to time designate (a) collectively, the "Designated Assets"), particularly with respect to Japanese and Western European investments. The Sub-Adviser hereby retains 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 to manage on a discretionary basis of the Fund’s assets, and to provide aggregate U.S. Dollar amount of the Designated Assets. The Sub-Adviser will furnish continuously an investment advice to the Fund (including program with respect to the investment Designated Assets and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented will determine from time to timetime what securities shall be purchased with the Designated Assets, what securities comprising the “Registration Statement”); (ii) all other applicable federal and state laws, rules and regulationsDesignated Assets should be sold, and what portion, if any, of the Fund’s charter and by-laws as the same 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 timetime (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 (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoingsubject, further, to the Sub-Adviser shall, during consulting with the term and subject to the provisions of this Agreement: (i) determine the composition Adviser in advance of the portfolio 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 Fund, Trust or the nature Adviser at any time make any definite determination as to investment policy and timing of notify the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the AdviserSub-Adviser thereof, the Sub-Adviser shall have be bound by such determination for the power and authority on behalf 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 to effectuate its investment decisions for the FundTrust may at any time, including the execution and delivery of all documents relating upon notice to the Fund’s investments 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 placing of orders for other purchase or sale transactions Designated Assets shall be held uninvested. The Sub-Adviser shall take, on behalf of the Fund. In , all actions which it deems necessary to implement the event 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 brokers or dealers selected by it, and to that the Fund determines to acquire debt financing, end the Sub-Adviser will arrange for such financing on is authorized as the Fund’s behalf, subject agent of the Fund to give instructions to the oversight and approval Custodian of the Board.
(c) Unless otherwise instructed in writing by Fund and any subcustodian as to deliveries of securities, transfers of currencies and payments of cash for the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf account of the Fund. The Sub-Adviser will use its best efforts to cooperate advise the Adviser on the same day it gives any such instructions. In connection with the Adviser in support selections of efforts to implement such brokers or dealers and the Fund’s investment program.
(e) Subject to the supervision placing of the Boardsuch orders, the Sub-Adviser is authorized directed to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible seek for the provision of services under Fund execution at the most reasonable price by responsible brokerage firms at reasonably competitive commission rates. In fulfilling this Agreement, (ii) requirement the Sub-Adviser shall not be responsible for all acts of deemed to have acted unlawfully or to have breached any Affiliated Personnel taken in furtherance of duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such amount of commission was reasonable in relation to the same extent it would be for its own acts, (iii) except value of the brokerage and research services provided by such broker or dealer viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility Fund and to other clients of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by to which the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(h) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its exercises investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser may retain a copy of such records.
(j) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.discretion
Appears in 1 contract
Sources: Sub Investment Advisory Agreement (MFS Series Trust Viii)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage that portion of the securities and other assets of a Fund allocated to it hereunder (the “Assets”) and maintained in a distinct separate account (“Sub-Account”), including the purchase, retention and disposition of the Assets in accordance with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s then current prospectus and statement of additional information, as may be amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Adviser hereby retains the Sub-Adviser will provide investment advisory services to manage on a discretionary basis Fund, but only as to the Assets, and shall, in such capacity, determine from time to time what Assets will be purchased, retained, or sold by the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment what portion of the assets of the Fund) as hereinafter set forthAssets will be invested or held uninvested in cash, subject to the supervision and oversight direction of the Adviser and the Board of Trustees of the Fund 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 Trust’s Declaration of Trust, the Prospectus, and the instructions and directions of the Adviser and of the Board of Trustees of the 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 (the “BoardCode”), for and all other applicable federal and state laws and regulations, as each is amended from time to time.
(c) The Sub-Adviser shall determine the period Assets to be purchased or sold by a Fund as provided in subparagraph (a) above and upon will place orders with or through such persons, brokers or dealers to carry out the terms herein set forth, in accordance policy with (i) the investment objective, policies and restrictions that are respect to brokerage set forth in the Fund’s prospectus and statement of additional information (Prospectus or as the same Board of Trustees or the Adviser may be amended or supplemented direct in writing from time to time, the “Registration Statement”)in conformity with all federal securities laws; (ii) all other applicable federal and state lawsprovided, rules and regulationshowever, and the Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made that if brokerage is directed by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, Board of Trustees or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have select the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase brokers or sale transactions on behalf of the Funddealers as directed. In the event that the Fund determines to acquire debt financingexecuting transactions and selecting brokers or dealers, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate seek on behalf of the Fund the best execution of all transactions. In 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 in support of efforts generally will seek competitive commission rates but will not necessarily attempt to implement obtain the Fund’s investment program.
(e) Subject lowest possible commission for transactions relating to the supervision Assets. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “1934 Act”)). Consistent with any guidelines established by the Trust and Section 28(e) of the 1934 Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction relating to the Assets that is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser or Board of Trustees may reasonably request from the Sub-Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) writing. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Fund required by Rule 31a-1 under the 1940 Act with respect and requested by the Adviser in writing. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic 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 and special reports as requested by the Board may reasonably requestAdviser in writing. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Assets will be custodied by a third-party qualified custodian designated by the Trust. The Sub-Adviser will not serve as a custodian for the Assets. The Sub-Adviser shall have no responsibility, duty or obligation with respect to the selection of the custodian for the Assets, custody agreements, or the acts, omissions or the conduct of the custodian. The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request by the Adviser. The Adviser or custodian shall provide the Sub-Adviser with a statement of the Assets in the Sub-Account and with reasonable advance notice of any additions or withdrawals of Assets. 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 be free to render similar services to others as long as such services do not impair the services rendered to the Adviser or the Trust. It is understood and agreed that the 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 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 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 primarily responsible for reviewing proxy solicitation materials and voting and handling proxies in relation to the execution securities held as Assets in a Fund, provided that all materials relating to the 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 Assets 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 be required to take any action on behalf of a Fund with respect to securities presently or formerly held in a Sub-Account that become subject to legal proceedings, including bankruptcies, rights offer, tender offers, or class actions.
(i) 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 fund 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 with respect to any assets of a Fund other than the Assets. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades of the Sub-Adviser’s control affiliates, partners, officers or employees.
(j) If requested by the Adviser in securities writing, the Sub-Adviser will provide the Adviser with a copy of Part 2 of the Sub-Adviser’s Form ADV or a copy of a brochure 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 Sub-Adviser (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 FundSub-Adviser will provide the Adviser a copy of the current Part 2 of the Sub-Adviser’s portfolio Form ADV or a copy of the Sub-Adviser’s current Brochure and a copy of the FundSub-Adviser’s allocation of brokerage commissionscurrent Privacy Notice.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Aspiriant Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser to manage on a discretionary basis shall be responsible for securing any regulatory approvals, quotas and/or licenses that may be necessary or appropriate for the Fund’s assetsoperations or investment strategies, as set forth in KMLM’s registration statement, and to provide investment advice to as otherwise may reasonably be requested by the Fund Adviser.
(including with respect to the investment and reinvestment of the assets of the Fundb) as hereinafter set forthIn addition, subject to the supervision and oversight of the Adviser and the Board Board, the Sub-Adviser shall manage all of Trustees the securities and other assets of the Fund (the “BoardAssets”)) of the portion of the Fund allocated by the Adviser to the Sub-Adviser, for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the investment objectiveobjectives, policies and restrictions that are set forth as stated in the FundKMLM’s prospectus and statement of additional information information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the same “Prospectus”), the standards applicable to KMLM 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:
(i) The Sub-Adviser shall determine from time to time 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.
(ii) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with applicable law, the Fund’s memorandum and articles of association, each as may be modified, amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal Prospectus, the instructions and state laws, rules directions of the Adviser and regulationsof the Board, and the FundKMLM’s charter policies and by-laws as the same shall be amended from time procedures. The Adviser undertakes to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, provide the Sub-Adviser shallwith copies or other written notice of any amendments, during the term and subject modifications or supplements to any such above-mentioned documents to the provisions of this Agreement: extent not otherwise publicly available. 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 (ia) determine prevent violation by the composition Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the portfolio of the Fund, the nature and timing of the changes therein Advisers Act and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sellrules thereunder; and (vb) provide to the extent that the Sub-Adviser’s activities or services could affect the Fund with such other investment advisory, research, and related services as prevent violation of applicable law by the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Sub-Adviser. Further, the Sub-Adviser shall have maintain a disaster recovery and business continuity plan that is in accordance with applicable law and within industry standards.
(iii) The Sub-Adviser shall determine the power and authority on behalf of Assets to be purchased or sold by the Fund to effectuate its investment decisions for the Fundas provided in subparagraph (i) and will place orders with or through such persons, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase brokers or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, dealers chosen by the Sub-Adviser will arrange for such financing on to carry out the Fund’s behalf, subject policy with respect to brokerage as the oversight and approval of Board or the Board.
(c) Unless otherwise instructed Adviser may direct in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed , in writing by the Adviser or the Board, the conformity with all federal securities laws. The Sub-Adviser shall have may also arrange for, in respect of the responsibility Fund, futures contract, derivative instrument and discretion transaction, swap, spot or forward transaction (whether in relation to execute subscriptions currency or any other documentation effecting investments in any investment opportunities or companies in which the Fund property). The Sub-Adviser may invest, or to place orders for other securities transactions open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. The Sub-Adviser will use its best efforts to cooperate 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 in support of efforts to implement the Fund’s investment program.
(e) deems desirable and appropriate. Subject to the supervision obtaining the best price and execution reasonably available and consistent with Section 28(e) of the BoardSecurities Exchange Act of 1934, as amended (“Exchange Act”), the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g.cause the Fund to pay a member of an exchange, ISDAs, control agreements, clearing agreements and other trading arrangements (each, broker or dealer an amount of commission for effecting a “Trading Agreement”) on behalf transaction in excess of the Fundamount of commission another member of an exchange, as applicable) and take any other actions required to make investments pursuant to the Registration Statementbroker or dealer would have charged for effecting that transaction, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, in such instances where the Sub-Adviser may, as permitted by rule, regulation or position has determined in good faith that such amount of commission was reasonable in relation to the value of the staff brokerage and research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and to other Fund or clients for which the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Adviser, Sub-Adviser or the Fund in accordance with such standards and procedures as may be approved by the Board in accordance with the 1940 Act and any applicable rules promulgated by the Securities and Exchange Commission (the “SEC”). The Sub-Adviser shall not divert the Fund’s portfolio transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, utilize KMLM, any other series of the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnelTrust, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) or any other registered investment company. On occasions when the Sub-Adviser shall deems the purchase or sale of a security or other asset to be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses best interest of the Affiliated Personnel shall be paid by and/or be the sole responsibility 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 Adviser shall bear no direct cost securities or obligation with respect thereto beyond the payment other assets to be purchased or sold to attempt to obtain a fair and reasonable result and efficient execution. Allocation of the Management Fee securities or other assets so purchased or sold, as described well as the expenses incurred in this Agreementthe transaction, (iv) the Affiliated Personnel shall will be selected made by the Sub-Adviser in good faith the manner which the Sub-Adviser considers to be the most equitable and consistent with reasonable care, its fiduciary obligations to the Fund and be monitored by to its other clients over time. The Adviser agrees that the Sub-Adviser and (v) upon reasonable request by its affiliates may give advice and take action in the Adviserperformance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Sub-Adviser shall identify and its affiliates are fiduciaries to other entities, some of which have the Affiliated Personnel same or similar investment objectives (and will hold the services they providesame or similar investments) as the Fund, and that the Sub-Adviser will update the Adviser when making any material changes to the Affiliated Personnel and the services they providecarry out its duties hereunder together with its duties under such relationships.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hiv) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and assist the Adviser and, except as expressly provided or authorized herein or in and any other agreement between relevant service provider in connection with any portfolio lending activities by the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(iv) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to transactions involving the Assets required by U.S. law, except as otherwise required by applicable law or as otherwise maintained by the registered office of the Fund in the Cayman Islands. The Sub-Adviser shall timely furnish to the Adviser all information needed by the Adviser to keep any other books and records of the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records.
(jvi) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in provide the Fund’s portfolio custodian on each business day with information relating to all transactions concerning the Assets and 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 Fund’s administrator, the Fund’s custodian and foreign custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund. The Sub-Adviser shall not 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 regulations as may be reasonably requested.
(vii) The Sub-Adviser shall, when explicitly directed by the Adviser or the Board and consistent with the best interests of the Fund, be responsible for exercising all rights of holders with respect to securities or other assets held by the Fund, including but not limited to: reviewing proxy solicitation materials, voting and handling proxies and converting, tendering exchanging or redeeming securities or other assets. 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 requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. If the Adviser chooses to be responsible for voting any proxies for the Fund, the Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities or other assets in which assets of the Fund are invested to the Adviser or to any agent of the Adviser designated by the Adviser in writing.
(viii) The Sub-Adviser shall maintain books and records with respect to the Fund’s investment transactions and keep the Adviser fully informed on an ongoing basis of all material facts concerning the Sub-Adviser and its key investment personnel providing services to the Fund. The Sub-Adviser shall furnish to the Adviser, the Board or the Trust’s Board regular, periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser, Board or the Trust’s Board may reasonably request; and the Sub-Adviser will attend any meetings with the Adviser and/or the Board and/or the Trust’s Board, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, 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, the Fund or the Trust or sent to shareholders under applicable law.
(ix) The Sub-Adviser shall monitor the Assets owned by the Fund and, in accordance with procedures established by the Board and/or the Trust’s Board, as amended from time to time, and in conjunction with the Adviser, promptly notify the Adviser and the Fund’s allocation Fund Accounting Agent of brokerage commissionsAssets that the Sub-Adviser believes should be fair valued in accordance with the Fund’s or Trust’s Valuation Procedures. The Sub-Adviser will provide reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the value of any such Asset.
(x) The Sub-Adviser shall provide reasonable assistance to the Adviser in the preparation of any regulatory filings and required disclosures relating to the Fund, as requested by the Adviser from time to time. The Sub-Adviser will promptly notify the Adviser if it becomes aware of any material misstatement or omission in the foregoing.
(xi) The Fund agrees 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 Fund that is permitted by Section 11(a) of the Exchange Act, and the Fund consents to the retention of compensation for such transactions.
(xii) Absent any written notice from the Adviser to the Sub-Adviser to the contrary, the Sub-Adviser shall be responsible for managing the entire portion of the Fund. Where it is not, the Sub-Adviser shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets; provided, that this shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser Manager hereby retains the Sub-Adviser to manage on a discretionary basis the Fund’s assets, act as investment advisor and to provide investment advice commodity trading advisor to the Fund (including with respect and to manage the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision of the Manager and the oversight of the Adviser and the Board board of Trustees trustees of the Fund Trust (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s current prospectus and statement of additional information (of the Fund, each of which forms a part of the Fund’s registration statement on Form N-1A as the same may shall be amended or supplemented from time to time, time (the “Registration Statement”); (ii) the Investment Company Act and the CEA and the applicable rules and regulations thereunder; (iii) all other applicable federal federal, state and state other laws, rules and regulations, including the laws of the Cayman Islands, as the same shall be amended from time to time; (iv) the amended and the Fund’s charter restated declaration of trust and by-laws of the Trust as the same shall be amended from time to time; and (iiiv) the Investment Company Act.
(b) policies and determinations of the Board. Without limiting the generality of the foregoingforegoing and subject to the supervision of the Board and the Manager, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: :
(i) review, supervise and monitor a continuous investment program for the Fund, and determine the composition securities (including securities issued by any wholly owned subsidiary of the portfolio of Fund), derivatives contracts including, but not limited to, commodity and inflation-linked notes, swap agreements and commodity futures and options on commodity futures, and other financial instruments and investments to be purchased, retained, entered into, sold, terminated, modified, or lent by the Fund, the nature and timing of the changes therein such purchases, sales transactions or loans, and the manner of implementing such changes; transactions;
(ii) identify/sourceexercise complete discretion in purchasing and selling securities and other financial instruments or assets and entering into transactions for the Fund and in voting, researchexercising consents, evaluate terminating or modifying and negotiate the structure exercising all other rights appertaining to such securities, transactions, instruments and other assets on behalf of the investments made by the Fund; ;
(iii) close and determine the portions of the Fund’s portfolio to be invested or held uninvested in cash or cash equivalents;
(iv) monitor the Fund’s investments; investments and liabilities;
(ivi) determine manage the Fund so that it qualifies as a regulated investment company under Subchapter M of the Internal Revenue Code;
(v) furnish reports to the Board regularly, at such times as the Board may reasonably request, including attendance at Board meetings, with respect to any matters dealing with the business and affairs of the Fund including the implementation of the investment program, compliance with the investment objective, policies and restrictions of the Fund set forth in the Registration Statement and other policies and procedures adopted by the Board, and other topics as may reasonably be requested by the Board;
(vi) assist the Board with its valuation of the Fund’s assets insofar as they are required to be fair valued by the Board, comply with the valuation procedures of the Fund and regularly report to the Board regarding the valuation of portfolio securities and other assets that financial instruments and investments of the Fund will purchase, retain, which are either not registered for public sale or sellnot traded on any public market; and and
(vvii) provide the Fund with such other investment advisory, research, research and related services as the Fund may, from time to time, reasonably require for the investment of its assetsfunds. Subject to the supervision of the Board and the AdviserManager, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire incur debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the BoardBoard and the Manager.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(gb) The Sub-Adviser hereby accepts such appointment retention as investment advisor and commodity trading advisor for the Fund and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hc) This Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Sub-Adviser acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture or any like relationship among the parties hereto (or any other parties). The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviserherein, shall have no authority to act for or represent the Fund Trust or the Adviser Fund in any way or otherwise be deemed an agent of the Fund Trust or the AdviserFund.
(id) The Sub-Adviser shall keep and preserve for the period periods required by the Investment Company Act and the applicable rules and regulations thereunder and any other applicable laws and regulations any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act and the rules thereunder with respect to the Fund’s portfolio transactions its services hereunder and shall render to the Board Manager such periodic and special reports as the Board Manager may reasonably requestrequest and shall provide to the persons entitled thereto all such reports and disclosures as may be required by applicable laws and regulations. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser may retain a copy of such records.
(j) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of this Agreement, the Sub-Adviser shall manage the securities and other assets of the Funds (the “Assets”), including directing the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the reasonable instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(bc) Without limiting Responsibility for placing orders with respect to transactions in securities or other assets held or to be acquired by the generality Funds is to be retained by the Adviser. The Sub-Adviser shall provide to the Adviser such information concerning the securities or other assets to be purchased or sold on behalf of a Fund reasonably necessary to execute the foregoingtransactions, including the identity of such security or asset, the number of shares or principal amount to be purchased or sold, and a recommendation on the timing of and restrictions, if any, on the purchase or sale. Unless and until the Sub-Adviser shall, during agrees to assume responsibility for the term and subject placement of orders with respect to the provisions of this Agreement: (i) determine the composition of the Funds’ portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Advisertransactions, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase no responsibility or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange liability for such financing on services, other than the Fund’s behalf, subject responsibility to provide the oversight and approval information required by this subparagraph (c) of the Boardthis Section 1.
(cd) Unless otherwise instructed in writing by In accordance with Rule 31a-1 under the Adviser or the Board1940 Act, the Sub-Adviser shall have maintain all applicable books and records relating to the responsibility Assets and discretion shall timely furnish to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, all information relating to the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the FundAdviser’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of the Fund, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid needed by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond to keep the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(h) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to Funds required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s or Adviser’s request; provided, provided however, that the Sub-Adviser may retain a copy of such recordsrecords to fulfill legal or regulatory requirements. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Adviser shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Sub-Adviser with such information upon request of the Sub-Adviser and shall otherwise cooperate with and provide reasonable assistance to the Sub-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 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 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-adviser, the Sub-Adviser shall, unless and until otherwise 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 Adviser commits to providing proxy voting material it receives promptly 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 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 and subparagraph (c)(i) of this Section 1.
(j) The Sub-Adviser shall 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information that it does not already have relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of by the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules and regulations, and the Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have manage all of the responsibility securities and discretion other assets of the Series entrusted to voteit hereunder (the “Assets”), either including the purchase, retention and disposition of the Assets, in person accordance with the Series’ investment objectives, policies and restrictions as stated in the Series’ Private Placement Memorandum, as currently in effect and as amended or supplemented from time to time (“PPM”), and subject to the following:
(a) The Sub-Adviser shall, subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by proxythe Series, securities in which and what portion of the Fund may 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 (a) to the extent applicable, the Fund’s Limited Partnership Agreement (as defined herein), (b) the PPM, and (c) the instructions and directions of the Adviser and of the Board and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Code”) (if applicable), and all other applicable federal and state laws and regulations, as each is amended from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by the Series as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Series’ PPM or as the Board or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Series transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardSeries the best overall terms available. In assessing the best 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 addition, the Sub-Adviser is authorized to enter into trading agreements allocate purchase and execute any documents sale orders for securities to brokers or dealers (e.g.including brokers and dealers that are affiliated with the Adviser, ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf of Sub-Adviser or the Fund, as applicable’s placement agent) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, if the Sub-Adviser maybelieves 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 Series’ Assets be purchased from or sold to the Adviser, Sub-Adviser, the Fund’s placement agent, or any affiliated person of either the Fund, Adviser, Sub-Adviser or placement agent, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Series required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Series are the property of the Fund Series and the Sub-Adviser will surrender promptly to the Fund Series any of such records upon the Fund’s Series’ request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Series’ custodian on each business day with information relating to all transactions concerning the Series’ Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution securities held as Assets in the Series. 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 the Series. As of the 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 the Series 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 Series or a sub-adviser to a portfolio that is under common control with the Series concerning the Assets, except as permitted by the policies and procedures of the Series. The Sub-Adviser shall not provide investment advice to any assets of the Series other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Series and to such other clients under the circumstances.
(k) The Sub-Adviser shall provide to the Adviser or the Board such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or the Board may reasonably request. The Sub-Adviser shall, promptly upon request, also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Fund with the SEC or sent to limited partners under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (SEI Alpha Strategy Portfolios, LP)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 Adviser hereby retains the Sub-Adviser to manage on a discretionary basis the Fund’s assetsshall, in consultation with and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by a Fund, and oversight 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 Trusts Declaration of Trust (as defined herein), Prospectus, written Compliance Policies and Procedures and with the written instructions and directions of the Adviser and of the Board of Trustees of the Fund Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Board”Code), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers in accordance with the policy with respect to brokerage set forth in a Funds Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the Exchange Act)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 Trusts 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.1940 Act
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(S), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 3la-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub Adviser under this Agreement and shall timely furnish to the Fund Adviser all information relating to the Sub-Advisers services under this Agreement that may be requested by the Adviser and shall specifically maintain all are needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 3la-l under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Sub- Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s Funds request; provided, provided however, that the Sub-Adviser may retain a copy of such records.
(j) The . In addition, for the duration of this Agreement, the Sub-Adviser shall be primarily responsible preserve for the execution periods prescribed by Rule 3la-2 under the 1940 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 upon the termination of any trades in securities in this Agreement (or, if there is no successor sub adviser, to the Fund’s portfolio and the Fund’s allocation of brokerage commissionsAdviser).
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement with respect to managing an exchange-traded fund (“ETF”) is to be deemed exclusive and the Sub-Adviser shall not be free to render similar services to others for a period of 10 years following the date on which the Sub Adviser ceases to provide services to the Adviser and/or the Trust. The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other non ETF clients 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 the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall be primarily responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s .
(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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, 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 or the Trust obtains from the SEC. 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 allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Declaration of Trust and By-Laws (i) as defined herein), the Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions that are set forth as stated in the each Fund’s registration statement on Form N-1A including its prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (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 shall, subject to subparagraph (b), determine from time to time 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 Prospectus, the written instructions and directions of the Adviser and of the Board, the terms and conditions of 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 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 “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules 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, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; . In selecting each Fund’s portfolio securities and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, performing the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the FundAdviser’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviserobligations hereunder, the Sub-Adviser shall have cause each Fund to comply with the power diversification and authority on behalf 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 effectuate its be treated as a regulated investment decisions for company under the FundCode.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Funds as provided in subparagraph (a) and will place orders with or through such persons, including brokers or dealers to carry out the execution and delivery of all documents relating policy with respect to the brokerage set forth in a Fund’s investments Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financingsuch orders, the Sub-Adviser will arrange at all times seek on behalf of each Fund the most favorable execution and net price available under the circumstances. In assessing the best overall terms available for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Boardany transaction, the Sub-Adviser shall have consider all factors that it deems relevant, including the responsibility breadth of the market in the security, the price of the security, the financial condition and discretion 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 overall terms available, and in selecting the broker-dealer to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Boardexecute a particular transaction, the Sub-Adviser shall have may also consider the responsibility brokerage and discretion to execute subscriptions or other documentation effecting investments research services provided (as those terms are defined in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf Section 28(e) of the FundSecurities Exchange Act of 1934 (the “Exchange Act”)). The Sub-Adviser will use its best efforts to cooperate Consistent with any guidelines established by the Adviser in support of efforts to implement the Fund’s investment program.
(eBoard and Section 28(e) Subject to the supervision of the BoardExchange Act, as amended, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust’s principal underwriter, or obligation with respect thereto beyond the payment any affiliated person of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to 1940 Act, as requested by the Board such periodic and special reports as the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in provide the Fund’s portfolio custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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 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 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 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 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 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, 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 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 Fund’s allocation portfolio. The Sub-Adviser will provide assistance in determining the fair value of brokerage commissionsthe 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 being understood that the Sub-Adviser will not be responsible for determining the value of any such security. The Sub-Adviser agrees to immediately notify the Adviser and the Trust’s Valuation Committee if the Sub-Adviser reasonably believes that the value of any security held by a Fund may not reflect its fair value. The Sub-Adviser agrees to provide any pricing information of which the Sub-Adviser is aware to the Adviser, the Trust’s Valuation Committee, and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Trust’s valuation procedures for the purpose of calculating each Fund’s net asset value in accordance with procedures and methods established by the Board.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (ETF Series Solutions)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed responsibility for placing orders with respect to transactions in writing securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the BoardAdviser to another sub-adviser, the Sub-Adviser shall have will place such orders with or through such persons, brokers or dealers chosen by the responsibility Sub-Adviser to carry out the policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and discretion subject to execute subscriptions the following:
(i) In executing Fund transactions and selecting brokers or other documentation effecting investments in any investment opportunities or companies in which dealers, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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, 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 Assets be purchased from or sold to the supervision Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of the Board Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and without limiting Exchange Commission (“SEC”) and the generality 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as to the extent permitted by ruleapplicable law and regulations, regulation aggregate the order for securities to be sold or position of the staff of the Securities and Exchange Commission (the “SEC”)purchased. In such event, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken will allocate securities so purchased or sold, as well as the expenses incurred in furtherance of this Agreement to the same extent it would be for its own actstransaction, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by a manner the Sub-Adviser in good faith reasonably considers to be equitable and consistent with reasonable care, its fiduciary obligations to the Fund and be monitored by to such other clients under the Sub-Adviser and circumstances.
(v) upon reasonable request by To the Adviserextent the Adviser or another sub-adviser is responsible for placing orders with respect to a Fund’s portfolio transactions, the Sub-Adviser shall identify provide to the Affiliated Personnel Adviser or such other sub-adviser such information concerning the securities or other assets to be purchased or sold on behalf of the Fund 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 services they providetiming of and restrictions, and will update if any, on the Adviser when making any material changes to the Affiliated Personnel and the services they providepurchase or sale (e.g., a market order versus a limit order).
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Funds required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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.
(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) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, unless and until otherwise 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.
(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 and subparagraph (c)(v) of this Section 1. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets.
(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 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment of all of the securities and other assets of the Portfolio entrusted to it hereunder, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall provide supervision of the Portfolio's investments and determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) . The Adviser agrees promptly to deliver any amendment or supplement to the Investment Company Act.
(b) Without limiting the generality of the foregoing, Prospectus to the Sub-Adviser shallon an on-going basis, during and until the term and subject Adviser delivers any such amendment or supplement to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fundits Sub-Adviser, the nature and timing of Sub- Adviser shall be fully protected in relying on the changes therein and the manner of implementing such changes; Prospectus as previously furnished.
(iic) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and other assets that will place orders with or through such persons, brokers or dealers to carry out the Fund will purchase, retain, policy with respect to brokerage set forth in the Portfolio's Registration Statement and Prospectus or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, Board of Trustees or the Adviser may direct from time to time, reasonably require for the investment of its assetsin conformity with federal securities laws. Subject to the supervision of the Board In executing Portfolio transactions and the Adviserselecting brokers or dealers, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts 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 overall terms available, and in selecting the broker-dealer to implement execute a particular transaction the Fund’s investment program.
Sub-Adviser may also consider the brokerage and research services (eas those terms are defined in Section 28(e) Subject of the Securities Exchange Act of 1934) provided to the supervision Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the BoardSub-Adviser may exercise investment discretion. The Sub-Adviser is 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 any of the Portfolios 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 terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser is authorized to enter 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 trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf account the sale of shares of the FundTrust 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, as applicable) and take however, will any other actions required to make investments pursuant Portfolio's securities be purchased from or sold to the Registration StatementSub-Adviser, which may include the Trust's principal underwriter, or any market and/or industry standard documentation.
(f) Subject to affiliated person of either the supervision of the Board and without limiting the generality of the foregoingTrust, the Sub-Adviser mayor the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser by this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Trust with the Securities and Exchange Commission ("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. The Sub- Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of his Agreement (or, if there is no successor Sub- Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide such information and such periodic or special reports as the Adviser or Board of Trustees may reasonably request.
(f) 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 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 primarily responsible 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 position obtainable for the execution Portfolio. In addition, the Adviser understands that the persons employed by the Sub- Adviser to assist in the performance of the 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 restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
(g) The Sub-Adviser shall promptly notify the Adviser of any trades in securities in financial condition that is likely to impair the Fund’s portfolio and Sub-Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Fund’s allocation Sub-Adviser under this Agreement may be furnished through the medium of brokerage commissionsany of the Sub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to Paragraph 1(b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s portfolio . 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 90 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 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 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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any 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 by the Adviser and the Fund’s Board of Directors, the Sub-Adviser shall manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio’s investment objectives, policies and restrictions as stated in the 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 hereby retains shall provide supervision of the Portfolio’s investments and determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Articles of Incorporation and to provide investment advice to Bylaws (as such terms are defined herein) and the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and the Board of Trustees Directors of the Fund (and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio’s Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardPortfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g.shall consider all factors that it deems relevant, ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf including the breadth of the Fundmarket in the security, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision price of the Board security, the financial condition and without limiting the generality execution capability of the foregoingbroker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser maymay also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities and Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized to, subject to compliance with said Section 28(e), to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In no instance, however, will any Portfolio’s securities be purchased from or sold to the Sub-Adviser, the Adviser, or any affiliated person of either the Fund, the Sub-Adviser or the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the FundPortfolio’s portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio’s books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any such records upon the FundPortfolio’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio’s custodian on each business day with information relating to all transactions concerning the Portfolio’s assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the Adviser’s exercise of its right, granted hereby, to compel an audit of the Portfolio’s financial records, examine records of the Portfolio’s portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily responsible deemed exclusive and the Sub-Adviser shall be free to render similar services to others. The Sub-Adviser shall not be under any obligation to purchase or sell for the execution Portfolio any security that the Sub-Adviser, its officers or employees may purchase or sell for its or their own accounts. The Sub-Adviser, its officers and employees may have an interest in an issuer or security whose purchase or sale is recommended or which is purchased, sold or otherwise traded for the Portfolio, provided, however, that such ownership, purchases and sales shall be in compliance with the Sub-Adviser’s Code of Ethics, and, provided further, that such ownership, purchases and sales shall be consistent with the Sub-Adviser’s fiduciary duties to the Portfolio. The Sub-Adviser certifies that it has adopted a written code of ethics (a “Code”) that complies with Rule 17j-1 of the Investment Company Act of 1940, as amended, and that it has instituted procedures reasonably designed to prevent its Access Persons from violating the Sub-Adviser’s Code, and will provide evidence of the Sub-Adviser’s adoption of such Code. Within a reasonable period following the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied with Rule 17j-1 and that no violations of the Sub-Adviser’s Code occurred (or, if such violations did occur, appropriate action was taken). The Sub-Adviser shall furnish the Adviser with a written report, no less frequently than annually, that complies with Rule 17j-1 with respect to such reports regarding issues, material violations and any related sanctions in connection with the administration of the Code. Upon written request of the Adviser, the Sub-Adviser shall permit the Adviser to examine the reports required to be made to the Sub-Adviser under Rule 17j-1(d)(1) and other records evidencing enforcement of the Code.” Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in the FundSub-Adviser’s portfolio and the Fund’s allocation of brokerage commissionspartners, officers or employees.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub- Adviser shall manage all of the securities and other assets of the Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and as applicable, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed The Sub-Adviser will place orders with respect to transactions in writing securities or other assets held or to be acquired by the Adviser Fund with or the Boardthrough such persons, brokers or dealers chosen by the Sub-Adviser shall have to carry out the responsibility policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and discretion subject to execute subscriptions the following:
(i) In executing Fund transactions and selecting brokers or other documentation effecting investments in any investment opportunities or companies in which dealers, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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 Assets be purchased from or sold to the supervision Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Board and without limiting the generality Funds as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2permitted by applicable law and regulations, aggregate the compensation and/or expenses of the Affiliated Personnel shall order for securities to be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost sold or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviserpurchased. In such event, the Sub-Adviser shall identify will allocate securities so purchased or sold, as well as the Affiliated Personnel expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and the services they provide, and will update the Adviser when making any material changes consistent with its fiduciary obligations to the Affiliated Personnel Fund and to such other clients under the services they providecircumstances.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub- Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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.
(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) To the extent such authority has been delegated to it by the Adviser, the Sub-Adviser shall, unless and until otherwise 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.
(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 not provide investment advice to any assets of the Funds other than the Assets.
(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 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Traded Concepts Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject a Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to supervision by the Adviser, determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 a Fund’s Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize ) and the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) 1940 Act. On occasions when the Sub-Adviser shall deems the purchase or sale of a security to be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses best interest of the Affiliated Personnel shall be paid by and/or be the sole responsibility Fund as well as other clients of the Sub-Adviser, it may allocate such transactions in the manner it considers to be the most equitable and the Adviser shall bear no direct cost or consistent with its fiduciary obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel Fund and the services they provideto such other clients.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the Investment Company Act with respect 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the a Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in provide a Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s portfolio Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to 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 in accordance with the Sub-Adviser’s allocation Proxy Policies and Procedures, as amended. As of brokerage commissionsthe 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.
(i) 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 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 assets of a Fund other than the Assets. 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 or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Daily Income Trust /Ma/)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Fund's Board of Directors, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s Portfolio's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time 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 “Registration Statement”); Sub-Adviser shall act in conformity with the Fund's Articles of Incorporation and Bylaws (iias such terms are defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardPortfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g.shall consider all factors that it deems relevant, ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf including the breadth of the Fundmarket in the security, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision price of the Board security, the financial condition and without limiting the generality execution capability of the foregoingbroker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser maymay also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In no instance, however, will any Portfolio's securities be purchased from or sold to the Sub-Adviser, the Adviser, or any affiliated person of either the Fund, the Sub-Adviser or the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the Adviser's exercise of its right, granted hereby, to compel an audit of the Portfolio's financial records, examine records of the Portfolio's portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily responsible deemed exclusive and the Sub-Adviser shall be free to render similar services to others. The Sub-Adviser shall not be under any obligation to purchase or sell for the execution Portfolio any security that the Sub-Adviser, its officers or employees may purchase or sell for its or their own accounts. The Sub-Adviser, its officers and employees may have an interest in an issuer or security whose purchase or sale is recommended or which is purchased, sold or otherwise traded for the Portfolio, provided, however, that such ownership, purchases and sales shall be in compliance with the Sub-Adviser's Code of Ethics, and, provided further, that such ownership, purchases and sales shall be consistent with the Sub-Adviser's fiduciary duties to the Portfolio. The Sub-Adviser certifies that it has adopted a written code of ethics (a "Code") that complies with Rule 17j-1 of the Investment Company Act of 1940, as amended, and that it has instituted procedures reasonably designed to prevent its Access Persons from violating the Sub-Adviser's Code, and will provide evidence of the Sub-Adviser's adoption of such Code. Within a reasonable period following the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied with Rule 17j-1 and that no violations of the Sub-Adviser's Code occurred (or, if such violations did occur, appropriate action was taken). The Sub-Adviser shall furnish the Adviser with a written report, no less frequently than annually, that complies with Rule 17j-1 with respect to such reports regarding issues, material violations and any related sanctions in connection with the administration of the Code. Upon written request of the Adviser, the Sub-Adviser shall permit the Adviser to examine the reports required to be made to the Sub-Adviser under Rule 17j-1(d)(1) and other records evidencing enforcement of the Code." Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund Trust (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the “Allocated Assets”), including the purchase, retention and disposition of the Allocated Assets, in accordance with (i) the each Fund’s investment objective, guidelines, policies and restrictions that are set forth as stated in the Fund’s its prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Prospectus, the written instructions and directions of the Adviser and of the Board, the terms and conditions of 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 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 “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Allocated Assets to be purchased or sold by the 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 discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for with or through such persons, brokers or dealers (including brokers that trade and settle commodities contracts), to carry out the policy with respect to brokerage set forth in the Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities and other securities applicable laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best execution and overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket in the security or other instrument, the price of the security 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 overall terms available, and in selecting the broker-dealer to execute a particular securities 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, as amended, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Allocated Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust’s principal underwriter, or obligation with respect thereto beyond the payment any affiliated person of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Allocated Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Allocated Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to 1940 Act, as requested by the Board such periodic and special reports as the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in provide the Fund’s portfolio custodian on each business day with information relating to all transactions concerning the Allocated Assets and 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.
(f) The Adviser acknowledges that the Sub-Adviser performs 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 shall, unless and until otherwise 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 will have no obligation to advise, initiate or take any other action on behalf of the Adviser, the Funds or the Allocated Assets in any legal proceedings (including, without limitation, class actions and bankruptcies) relating to the securities or other instruments comprising the Allocated Assets or any other matter. Sub-Adviser notify Adviser of any potential proofs of claims relating to the Allocated 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 Allocated 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 Allocated Assets, except as permitted by the policies and procedures of the Funds. The Sub-Adviser shall not provide advice hereunder to any assets of the Funds other than the Allocated Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a 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 may, to the extent permitted by applicable law and regulations, aggregate the order for securities or other instruments or assets 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 the Funds’ 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 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 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 shall also furnish to the Adviser any other information relating to the Allocated 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 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 allocation portfolio. The Sub-Adviser will provide assistance in determining the fair value of brokerage commissionsthe Allocated 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 being understood that the Sub-Adviser will not be responsible for determining the value of any such security.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (ETF Opportunities Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Fund's Board of Directors, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s Portfolio's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time 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 “Registration Statement”); Sub-Adviser shall act in conformity with the Fund's Articles of Incorporation and Bylaws (iias such terms are defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts 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 overall terms available, and in selecting the broker-dealer to implement execute a particular transaction, the Fund’s investment program.
Sub-Adviser may also consider the brokerage and research services (eas those terms are defined in Section 28(e) Subject of the Securities Exchange Act of 1934) provided to the supervision Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the BoardSub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In addition, the Sub-Adviser is authorized to enter allocate purchase and sale orders for the Portfolio's portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser) to take into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf account the sale of variable contracts investing through separate accounts in the Fund if the Sub-Adviser believes that the quality of the Fundtransactions and the commission are comparable to what they would be with other qualified firms. In no instance, as applicable) and take however, will any other actions required to make investments pursuant Portfolio's securities be purchased from or sold to the Registration StatementSub-Adviser, which may include the Adviser, or any market and/or industry standard documentation.
(f) Subject to affiliated person of either the supervision of the Board and without limiting the generality of the foregoingFund, the Sub-Adviser mayor the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the Adviser's exercise of its right, granted hereby, to compel an audit of the Portfolio's financial records, examine records of the Portfolio's portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily responsible for deemed exclusive and the execution Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Fund.
(h) The Sub-Adviser shall promptly notify the Adviser of any trades in securities in financial condition that is likely to impair the Fund’s portfolio and Sub-Adviser's ability to fulfill its commitments under this Agreement. Services to be furnished by the Fund’s allocation Sub-Adviser under this Agreement may be furnished through the medium of brokerage commissionsany of the Sub-Adviser's partners, officers or employees.
Appears in 1 contract
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 Adviser hereby retains the Sub-Adviser to manage on a discretionary basis the Fund’s assetsshall, in consultation with and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by a Fund, and oversight 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures and with the instructions and directions of the Adviser and of the Board of Trustees of the Fund Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Board”Code), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Funds Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Sub- Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the Exchange Act)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 Trusts 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub- Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub- Advisers services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s Funds request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub-Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub- Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution 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 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.
(j) 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 assets of a Fund other than the Assets.
(k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.
(l) 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 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 or the Trust obtains from the SEC.
(m) 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 trades in securities in of the Fund’s portfolio and Sub-Advisers partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Daily Income Trust /Ma/)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment operations of the Funds and the composition of the Funds, including the purchase, retention and disposition of securities and other assets, in accordance with each Fund's investment objectives, policies and restrictions as stated in each 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 hereby retains shall provide supervision of each Fund's investments and determine from time to time what investments and securities 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Funds and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Funds' Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision of the Board, the Sub-Adviser is authorized to enter into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) seek on behalf of the Fund, as applicable) and take Funds the best overall terms available. In assessing the best overall terms available for any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoing, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Advisertransaction, the Sub-Adviser shall identify consider all factors that it deems relevant, including the Affiliated Personnel 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 services they providereasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and will update in selecting the broker-dealer to execute a particular transaction the Sub-Adviser when making any material changes may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Affiliated Personnel and Funds and/or other accounts over which the services they provide.
(g) Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser hereby accepts is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such appointment brokerage and agrees during research services a commission for executing a portfolio transaction for any of the term hereof Funds 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 render the value of the brokerage and research services described herein provided by such broker or dealer viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Funds. 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 compensation provided hereinSub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Advisor 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 any Fund's securities be purchased from or sold to the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s Funds' portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Funds' books and records required to be maintained by the Sub-Adviser of this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Funds required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filled by the Adviser or the Trust with the Securities and Exchange Commission ("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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Funds are the property of the Fund Funds and the Sub-Adviser will surrender promptly to the Fund Funds any of such records upon the Fund’s Funds' request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Funds' custodian on each business day with information relating to all transactions concerning the Funds' assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily responsible for deemed exclusive and the execution Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any trades in securities in financial condition that is likely to impair the Fund’s portfolio and Sub- Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Fund’s allocation Sub-Adviser under this Agreement may be furnished through the medium of brokerage commissionsany of the Sub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Insurance Products Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Fund's Board of Directors, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s Portfolio's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time 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 “Registration Statement”); Sub-Adviser shall act in conformity with the Fund's Articles of Incorporation and Bylaws (iias such terms are defined herein) and the Prospectus and with the 9 instructions and directions of the Adviser and of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts 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 overall terms available, and in selecting the broker-dealer to implement execute a particular transaction, the Fund’s investment program.
Sub-Adviser may also consider the brokerage and research services (eas those terms are defined in Section 28(e) Subject of the Securities Exchange Act of 1934) provided to the supervision Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the BoardSub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In addition, the Sub-Adviser is authorized to enter allocate purchase and sale orders for the Portfolio's portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser) to take into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf account the sale of variable contracts investing through separate accounts in the Fund if the Sub-Adviser believes that the quality of the Fundtransactions and the commission are comparable to what they would be with other qualified firms. In no instance, as applicable) and take however, will any other actions required to make investments pursuant Portfolio's securities be purchased from or sold to the Registration StatementSub-Adviser, which may include the Adviser, or any market and/or industry standard documentation.
(f) Subject to affiliated person of either the supervision of the Board and without limiting the generality of the foregoingFund, the Sub-Adviser mayor the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission ("SEC") and the “SEC”1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), utilize (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the personnel 1940 Act and shall render to the Adviser or Board of its affiliates including foreign affiliates in providing services Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser under this Agreement (such personnel, and shall timely furnish to the “Affiliated Personnel”), provided that (i) Adviser all information relating to the Sub- Adviser remains solely responsible for the provision of Sub-Adviser's services under this
(e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the Adviser's exercise of its right, granted hereby, to compel an audit of the Portfolio's financial records, examine records of the Portfolio's portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided by the Sub-Adviser under this Agreement, (ii) Agreement are not to be deemed exclusive and the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement free to render similar services to others, as long as such services do not impair the services rendered to the same extent it would be for its own acts, (iii) except to Adviser or the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided hereinFund.
(h) The Sub-Adviser shall for all purposes herein provided be deemed promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitments under this Agreement. Services to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required furnished by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Sub-Adviser under this Agreement may retain a copy be furnished through the medium of such records.
(j) The any of the Sub-Adviser shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionsAdviser's partners, officers or employees.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser to manage on a discretionary basis the Fund’s assets, and to provide investment advice Subject to the Fund (including with respect to the investment oversight and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Trust’s Board of Trustees and consistent with its fiduciary duties to the Funds, the Sub-Adviser shall manage all of the securities and other assets of a Fund entrusted to it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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) The Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such issuers, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek, on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund that is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer — viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to its discretionary clients, including the same extent it would be for its own actsFund. In addition, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the services commission are comparable to what they providewould be with other qualified firms. In no instance, and however, will update the Adviser when making any material changes Assets be purchased from or sold to the Affiliated Personnel Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(g) The Sub-Adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund.
(h) 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 any other series of the Trust or 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 with respect to any assets of the Fund other than the Assets. This limitation will not prohibit the Sub-Adviser from consulting with the Adviser.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily responsible for filed by the execution 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. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Interim Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject each Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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. Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by a Fund or that a Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus and with the written 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws and consistent with the Sub-Adviser’s best execution responsibilities. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 a Fund’s Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon request at the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) A Fund’s assets shall be maintained in the custody of a custodian. Any assets added to a Fund shall be delivered directly to such custodian. The Sub-Adviser shall have no liability for the acts or omissions of any custodian of a Fund’s assets. The Sub-Adviser shall have no responsibility for the segregation requirement of the 1940 Act or other applicable law.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(h) The Sub-Adviser shall be primarily subject to a written code of ethics adopted by it pursuant to Rule 17j-1(b) of the 1940 Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to 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 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 and certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.
(l) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other 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 be responsible for the execution preparation and filing of Schedule 13G and Form 13F on behalf of each Fund. The Sub-Adviser shall not be responsible for the preparation or filing of any trades other reports required of a Fund by any governmental or regulatory agency, except as expressly agreed to in securities in writing. 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 or the Trust obtains from the SEC, provided the Sub-Adviser shall not be responsible for Portfolio accounting, nor shall it be required to generate information derived from Portfolio accounting data.
(n) The Sub-Adviser shall provide to the Adviser a list of persons who the Sub-Adviser wishes to have authorized to give written and/or oral instructions to Custodians of Assets for a Fund. 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 portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to Paragraph 1(b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s portfolio . 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 90 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 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 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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of each of the Funds with respect to which it has been appointed as sub-adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to time, time (referred to collectively as the “Registration StatementProspectus”); (ii) all other applicable federal and state laws, rules and regulations, and subject to the Fund’s charter and byfollowing:
(a) The Sub-laws as the same shall be amended Adviser shall, subject to subparagraph (b), determine from time to time; time what Assets will be purchased, retained or sold by the Funds, and (iii) what portion of the Investment Company ActAssets will be invested or held uninvested in cash as is permissible.
(b) Without limiting In the generality performance of the foregoing, the Sub-Adviser shall, during the term its duties and subject to the provisions of obligations under this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have manage the power Assets of each Fund in conformity with (i) such Fund’s Prospectus and authority on behalf Statement of Additional Information, (ii) the terms and conditions of exemptive and no-action relief granted to the Trust or Adviser as amended from time to time, (iii) the relevant policies and procedures of the Trust governing the management of the Assets, and (iv) reasonable written instructions and directions of the Adviser and of the Board (collectively, the “Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating Materials”) provided that such Fund materials have been provided to the Fund’s investments Sub-Adviser and conform to and comply with the placing of orders for other purchase or sale transactions on behalf applicable requirements of the Fund1940 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 securities laws and regulations.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Funds as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may reasonably direct in writing from time to time, in conformity with all federal securities laws. In the event that the executing Fund determines to acquire debt financingtransactions and selecting brokers or dealers, the Sub-Adviser will arrange use its good faith efforts to seek on behalf of each Fund the best execution and overall terms available. In assessing the best overall terms available for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Boardany transaction, the Sub-Adviser shall have consider all factors that it deems relevant, including, but not limited to, the responsibility breadth of the market in the security, the price of the security, the financial condition and discretion 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 overall terms available, and in selecting the broker-dealer to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Boardexecute a particular transaction, the Sub-Adviser shall have may also consider the responsibility brokerage and discretion to execute subscriptions or other documentation effecting investments research services provided (as those terms are defined in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf Section 28(e) of the FundSecurities Exchange Act of 1934 (the “Exchange Act”)). The Sub-Adviser will use its best efforts to cooperate Consistent with any guidelines established by the Adviser in support of efforts to implement the Fund’s investment program.
(eBoard and Section 28(e) Subject to the supervision of the BoardExchange Act, as amended, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust’s principal underwriter, or obligation with respect thereto beyond the payment any affiliated person of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel 1940 Act and the services they providerules and regulations promulgated thereunder.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all books and records in accordance with Section 31(a) of the Investment Company Act with respect information relating to the FundSub-Adviser’s portfolio transactions and shall render services under this Agreement needed by the Adviser to comply with Rule 31a-1 under the Board such periodic and special reports 1940 Act, as requested by the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly provide to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. In addition, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in provide the Fund’s portfolio custodian on each business day with information relating to all transactions concerning the Assets and 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 impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(i) 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 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. 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 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 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 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, 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 or the Trust obtains from the SEC.
(I) 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 allocation portfolio. The Sub-Adviser will provide assistance in determining the fair value of brokerage commissionsthe 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 being understood that the Sub-Adviser will not be responsible for determining the value of any such security.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (ETF Series Solutions)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(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 shall be primarily responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s .
(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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish to the Adviser or the Board of Trustees such reasonably requested 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. Upon the request of the Adviser, 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 or the Trust obtains from the SEC. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may, at the sole discretion of the Sub-Advisor and consistent with the requirements of the 1940 Act, be furnished through the medium of any of the Sub-Adviser’s allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of each of the Funds with respect to which it has been appointed as sub-adviser hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, guidelines, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to time, time (referred to collectively as the “Registration StatementProspectus”); (ii) all other applicable federal and state laws, rules and regulations, and subject to the Fund’s charter and byfollowing:
(a) The Sub-laws as the same shall be amended Adviser shall, subject to subparagraph (b), determine from time to time; time what Assets will be purchased, retained or sold by the Funds, and (iii) what portion of the Investment Company ActAssets will be invested or held uninvested in cash as is permissible.
(b) Without limiting In the generality performance of the foregoing, the Sub-Adviser shall, during the term its duties and subject to the provisions of obligations under this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have manage the power Assets of each Fund in conformity with (i) such Fund’s Prospectus and authority on behalf Statement of Additional Information, (ii) the terms and conditions of exemptive and no-action relief granted to the Trust or Adviser as amended from time to time, (iii) the relevant policies and procedures of the Trust governing the management of the Assets, and (iv) reasonable written instructions and directions of the Adviser and of the Board (collectively, the “Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating Materials”) provided that such Fund materials have been provided to the Fund’s investments Sub-Adviser and conform to and comply with the placing of orders for other purchase or sale transactions on behalf applicable requirements of the Fund1940 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 securities laws and regulations.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Funds as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may reasonably direct in writing from time to time, in conformity with all federal securities laws. In the event that the executing Fund determines to acquire debt financingtransactions and selecting brokers or dealers, the Sub-Adviser will arrange use its good faith efforts to seek on behalf of each Fund the best execution and overall terms available. In assessing the best overall terms available for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Boardany transaction, the Sub-Adviser shall have consider all factors that it deems relevant, including, but not limited to, the responsibility breadth of the market in the security, the price of the security, the financial condition and discretion 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 overall terms available, and in selecting the broker-dealer to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Boardexecute a particular transaction, the Sub-Adviser shall have may also consider the responsibility brokerage and discretion to execute subscriptions or other documentation effecting investments research services provided (as those terms are defined in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf Section 28(e) of the FundSecurities Exchange Act of 1934 (the “Exchange Act”)). The Sub-Adviser will use its best efforts to cooperate Consistent with any guidelines established by the Adviser in support of efforts to implement the Fund’s investment program.
(eBoard and Section 28(e) Subject to the supervision of the BoardExchange Act, as amended, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust’s principal underwriter, or obligation with respect thereto beyond the payment any affiliated person of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the U.S. Securities and Exchange Commission (“SEC”) and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel 1940 Act and the services they providerules and regulations promulgated thereunder.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all books and records in accordance with Section 31(a) of the Investment Company Act with respect information relating to the FundSub-Adviser’s portfolio transactions and shall render services under this Agreement needed by the Adviser to comply with Rule 31a-1 under the Board such periodic and special reports 1940 Act, as requested by the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly provide to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. In addition, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser 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 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 income requirements of Subchapter M of the Code, 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.
(f) The Sub-Adviser shall be primarily responsible for the execution of any trades in securities in provide the Fund’s portfolio custodian on each business day with information relating to all transactions concerning the Assets and 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.
(g) 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.
(h) 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.
(i) 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 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. 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 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 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 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, 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 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 Fund’s allocation portfolio. The Sub-Adviser will provide assistance in determining the fair value of brokerage commissionsthe 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 being understood that the Sub-Adviser will not be responsible for determining the value of any such security.
(m) Subject to any other written instructions of the Adviser or the Trust, the Sub-Adviser is hereby appointed the Adviser’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Assets. The Sub-Adviser agrees upon request to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Elevation Series Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject a Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) 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.
(g) The Sub-Adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund.
(h) 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 assets of the Fund other than the Assets.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish to the Adviser or the Board of Trustees such reasonably requested 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. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily responsible for filed by the execution 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. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may, at the sole discretion of the Sub-Adviser and consistent with the requirements of the 1940 Act, be furnished through the medium of any trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject each Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Certificate of Trust (as defined herein) and the Prospectusand 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by a Fund as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in a Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser in support of efforts to implement shall consider all factors that it deems relevant, including the Fund’s investment program.
(e) Subject to the supervision breadth of the Boardmarket 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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 a Fund’s Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of a Fund required by Rule 31a-1 under the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the a Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution 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 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.
(i) 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 assets of a Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund 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 the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.
(k) 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 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 or the Trust obtains from the SEC. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Adviser Managed Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser to manage on a discretionary basis the Fund’s assets, and to provide investment advice Subject to the Fund (including with respect to the investment oversight and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Trust’s Board of Trustees and consistent with its fiduciary duties to the Fund, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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) The Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such issuers, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek, on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund that is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser may, as permitted by rule, regulation or position determines in good faith that such commission was reasonable in relation to the value of the staff brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the Securities and Exchange Commission (the “SEC”), utilize the personnel overall responsibilities of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall 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 responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement with other qualified firms. In no instance, however, will the Assets be purchased from or sold to the same extent it would be for its own actsAdviser, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost Trust’s principal underwriter, or obligation with respect thereto beyond any affiliated person of either the payment of the Management Fee as described in this AgreementTrust, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify or the Affiliated Personnel principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(g) The Sub-Adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund.
(h) 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 any other series of the Trust or 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 with respect to any assets of the Fund other than the Assets. This limitation will not prohibit the Sub-Adviser from consulting with the Adviser.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily responsible for filed by the execution 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. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with the federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 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, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s portfolio . 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 the Fund. As of the 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 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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 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 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 or the Trust obtains from the SEC. 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 allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional International Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, 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 hereby retains shall, subject to supervision by the Adviser, determine from time to time 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 to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Board”"Code"), for the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time, the “Registration Statement”); (ii) all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company ActPROVIDED HOWEVER, THE ADVISER IS RESPONSIBLE FOR THE FUND'S COMPLIANCE WITH THE PERCENTAGE BASED LIMITATIONS IN THE PROSPECTUS AND THE ADVISER ACKNOWLEDGES THAT THE FUND'S COMPLIANCE WITH THESE LIMITATIONS IS APPLIED AT THE FUND LEVEL AND CALCULATED BY REFERENCE TO THE AGGREGATE ASSETS MANAGED BY ALL SUB-ADVISERS TO THE FUND.
(bc) Without limiting the generality of the foregoing, the The Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) shall determine the composition of Assets to be purchased or sold by the portfolio of Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund, the nature 's Registration Statement (as defined herein) and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, Prospectus or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, Board of Trustees or the Adviser may direct from time to time, reasonably require for the investment of its assetsin conformity with all federal securities laws. Subject to the supervision of the Board In executing Fund transactions and the Adviserselecting brokers or dealers, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(d) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the "Exchange Act")). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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) 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, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission ("SEC") and the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) 1940 Act. On occasions when the Sub-Adviser shall deems the purchase or sale of a security to be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses best interest of the Affiliated Personnel shall be paid by and/or be the sole responsibility Fund as well as other clients of the Sub-Adviser, it may allocate such transactions in the manner it considers to be the most equitable and the Adviser shall bear no direct cost or consistent with its fiduciary obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel Fund and the services they provideto such other clients.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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.
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s portfolio . 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’s allocation . As of brokerage commissionsthe 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 assets of the Fund other than the Assets. 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 or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the 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 hereby retains shall determine from time to time 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.
(b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser to manage on a discretionary basis shall act in conformity with the Fund’s assets, Trust's Declaration of Trust (as defined herein) and to provide investment advice to the Fund (including Prospectus and with respect to the investment instructions and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight directions of the Adviser and of the Board of Trustees of the Fund (Trust and will conform to and comply with the “Board”), for requirements of the period and upon the terms herein set forth, in accordance with (i) the investment objective, policies and restrictions that are set forth in the Fund’s prospectus and statement of additional information (as the same may be amended or supplemented from time to time1940 Act, the “Registration Statement”); (ii) Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility Assets to be purchased or sold by the Portfolio as provided in subparagraph (a) and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardPortfolio the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Portfolio which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Portfolio. 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) 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 Portfolio's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and 1940 Act. The Sub-Adviser shall provide to the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the execution securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any trades in securities in of the Fund’s portfolio and the Fund’s allocation of brokerage commissionsSub-Adviser's partners, officers or employees.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement with respect to managing an actively managed exchange-traded fund (“ETF”) is to be deemed exclusive and the Sub-Adviser shall not be free to render similar services to others for a period of 10 years following the date on which the Sub-Adviser ceases to provide services to the Adviser and/or the Trust. The Adviser acknowledges that the Sub-Adviser performs investment advisory services for various other non ETF clients 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 the Fund.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall be primarily responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the execution of any trades in securities held as Assets in the Fund’s .
(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 assets of the Fund other than the Assets.
(j) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, 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 or the Trust obtains from the SEC. 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 allocation partners, officers, employees or control affiliates; provided, however, that the use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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 shall, subject to subparagraph (b) of this Section 1, determine from time to time 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 Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed The Sub-Adviser will place orders with respect to transactions in writing securities or other assets held or to be acquired by the Adviser each Fund with or the Boardthrough such persons, brokers or dealers chosen by the Sub-Adviser shall have to carry out the responsibility and discretion policy with respect to execute subscriptions or other documentation effecting investments brokerage set forth in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The ’s Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and subject to the following:
(i) In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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 Assets be purchased from or sold to the supervision Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of the Board Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and without limiting Exchange Commission (“SEC”) and the generality 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2permitted by applicable law and regulations, aggregate the compensation and/or expenses of the Affiliated Personnel shall order for securities to be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost sold or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviserpurchased. In such event, the Sub-Adviser shall identify will allocate securities so purchased or sold, as well as the Affiliated Personnel expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and the services they provide, and will update the Adviser when making any material changes consistent with its fiduciary obligations to the Affiliated Personnel Fund and to such other clients under the services they providecircumstances.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Funds required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Funds’ custodian on each business day with information relating to all transactions concerning the Assets and 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.
(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.
(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) To the extent such authority has been delegated to it by the Adviser, the Sub-Adviser shall, unless and until otherwise 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 the Fund, 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, 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.
(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 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily 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.
(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, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Traded Concepts Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision and oversight by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of it by the Adviser and the Board of Trustees of the Fund hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjective(s), policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s constituent documents and the Prospectus 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 applicable provisions of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(db) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to and will place orders for other securities transactions with or through only those brokers or dealers that appear on behalf a list of brokers and dealers approved by the FundAdviser 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 Trust’s registration statement and the Prospectus or as the Board of Trustees or the Adviser may direct 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. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with 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 Trustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in support of efforts to implement the Fund’s investment program.
(eSection 28(e) Subject to the supervision of the BoardSecurities 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 Trustees, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute 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 documents other sub-adviser of the Trust or other registered investment companies (e.g.or series or portions thereof) that may be deemed to be under common control, ISDAsthe Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or any other sub-adviser of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Trust’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 agreements, clearing agreements and other trading arrangements (each, each a “Trading AgreementSub-Advised Fund”) on behalf ). 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. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the FundFund 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 applicable) 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 take any other actions required to make investments pursuant consistent with its fiduciary obligations to the Registration StatementFund and to such other clients. The Sub-Adviser 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, which may include any market and/or industry standard documentation.
(f) Subject subject to the supervision applicable legal and regulatory requirements, and in compliance with such procedures of the Board Trust as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and without limiting such other account if it deems this to be advantageous to both of the generality of accounts involved. Notwithstanding the foregoing, the Sub-Adviser may, as permitted agrees that the Adviser shall have the right by rule, regulation or position written notice to identify securities that may not be purchased on behalf of the staff Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Fund may not be effected. The Sub-Adviser shall be responsible 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 all acts books and records with respect to transactions involving the Assets required by applicable law. The Sub-Adviser shall keep the Adviser informed of any Affiliated Personnel taken in furtherance of this Agreement developments materially affecting the Fund or the Trust. The Sub-Adviser shall provide to the same extent it would be for Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its own acts, (iii) except affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall Assets required to be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected maintained by the Sub-Adviser in good faith under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by applicable law. 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 reasonable care, 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 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 be monitored by the Sub-Adviser and (v) will surrender promptly to the Fund any of such records upon reasonable request by the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Trust’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 notice. In addition, for the duration of this Agreement, the Sub-Adviser shall identify preserve for the Affiliated Personnel and periods prescribed by Rule 31a-2 under the services they provide1940 Act, and will update 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 when making upon the termination of this Agreement at the Fund’s request. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any material changes to of its responsibilities under this Agreement including all means for the Affiliated Personnel and the services they provideeffecting of securities transactions.
(gd) The Sub-Adviser hereby accepts will also make its officers and employees available to meet with the officers of the Adviser and the Fund’s service providers, and the Trust’s officers and 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, and other Fund-related matters. 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 Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the Adviser 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 appointment detail as the Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and agrees during assistance to the term hereof Adviser as to render 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 Trust’s officers and Trustees and provide such information as the Board of 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 described herein for the compensation provided hereinhereunder.
(he) The Sub-Adviser shall for provide the Fund’s custodian on each business day with information relating to all purposes herein provided 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 deemed to reasonably required. The Sub-Adviser shall also provide the Adviser with such information upon request of the Adviser. 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 Trust.
(f) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor of both the Fund and the Adviser and, except as expressly provided for herein or otherwise expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or writing by the Adviser, shall have no authority to act for or represent the Fund or the Adviser Trust in any way or otherwise be deemed to be an agent of the Fund Fund, the Trust or the Adviser.
(i) . 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 shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided is understood that the Sub-Adviser may retain a copy of such recordsrender investment advice, management and other services to other investment companies and clients.
(jg) 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 be primarily responsible 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.
(h) 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 execution 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 trades sub-adviser in securities connection with the performance of the Sub-Adviser's duties hereunder.
(i) 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 portfolio currently effective Prospectus who are employees of the Adviser; and (2) other persons designated by the Fund’s allocation of brokerage commissionsAdviser and identified to the Sub-Adviser as “Authorized Persons” pursuant to this Agreement, provided that instructions or directions provided pursuant to this Section 1(i)(2) are provided in writing (which may include e-mail or facsimile transmissions).
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of the Adviser and the Board of Trustees of the Fund it hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) The Sub-Adviser shall, subject to subparagraph (b), determine from time to time 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 Trust’s Declaration of Trust (as defined herein) and the Prospectus 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, the Internal Revenue Code of 1986 (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other securities transactions on behalf of with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all federal securities laws. The In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best overall terms available. In assessing the best 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 overall terms available, and in selecting the broker-dealer to execute a particular 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9), (10) and (11) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request1940 Act. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(g) The Sub-Adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund.
(h) 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 assets of the Fund other than the Assets.
(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund 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 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 furnish 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. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be primarily responsible for filed by the execution 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. 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 trades in securities in of the FundSub-Adviser’s portfolio and partners, officers, employees or control affiliates; provided, however, that the Fund’s allocation use of brokerage commissionssuch mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (AdvisorShares Trust)
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains ------------------------- and the Trust's Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forthFund entrusted to it hereunder (the "Assets"), subject to including the supervision purchase, retention and oversight disposition of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthAssets, in accordance with (i) the Fund's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s 's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to time, time (referred to collectively as the “Registration Statement”"Prospectus"); (ii) all other applicable federal and state laws, rules and regulations, and subject to the Fund’s charter and byfollowing:
(a) The Sub-laws as Adviser shall, subject to the same shall be amended direction of the Adviser, determine from time to time; time what Assets will be purchased, retained or sold by the Fund, and (iii) what portion of the Investment Company Act.
(b) Without limiting the generality of Assets will be invested or held uninvested in cash. Subject to the foregoing, the Sub-Adviser shallis authorized, during in its discretion and without prior consultation with the term Adviser, to buy, sell and subject to the provisions of this Agreement: (i) determine the composition of the portfolio otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the nature and timing length of time the changes therein securities have been held and the manner resulting rate of implementing such changes; portfolio turn-over or any income tax considerations.
(iib) identify/source, research, evaluate and negotiate In the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment performance of its assets. Subject to the supervision of the Board duties and the Adviserobligations under this Agreement, the Sub-Adviser shall have act in conformity with the power Trust's Prospectus and authority on behalf with the instructions and directions of the Fund to effectuate its investment decisions for the Fund, including the execution Adviser and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In Board of Trustees of the event Trust that the Fund determines have been furnished in writing to acquire debt financing, the Sub-Adviser Adviser, and will arrange for such financing on conform to and comply with the Fund’s behalf, subject to the oversight and approval requirements of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board1940 Act, the Sub-Adviser shall have the responsibility Internal Revenue Code of 1986, and discretion to voteall other applicable federal and state laws and regulations, either in person or by proxy, securities in which the Fund may be invested as each is amended from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility and discretion Assets to execute subscriptions be purchased or other documentation effecting investments in any investment opportunities or companies in which sold by the Fund may invest, or to as provided in subparagraph (a) and will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Fund transactions on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with the Adviser in support of efforts to implement the Fund’s investment program.
(e) Subject to the supervision seek on behalf of the BoardFund the best execution. In assessing the best execution availability for each 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 and operational 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 execution, and in selecting the broker-dealer to execute a particular 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). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for the Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant to the Registration Statement, which may include any market and/or industry standard documentation.
(f) Subject to the supervision of the Board and without limiting the generality of the foregoingbut only if, the Sub-Adviser maydetermines 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 terms of the overall responsibilities of the Sub-Adviser to the Fund and its other clients. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, or the principal underwriter that have been disclosed to the Sub-Adviser in writing, or any affiliated person of the Sub-Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission ("SEC") and the “SEC”)1940 Act. To the extent consistent with applicable law, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible may aggregate purchase or sell orders for the provision Fund with contemporaneous purchase or sell orders of services under this Agreement, (ii) the other clients of Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for or its own actsaffiliated persons. In such event, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses allocation of the Affiliated Personnel shall securities so purchased or sold, as well as the expenses incurred in the transaction, will be paid made by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the manner Sub-Adviser considers to be the most equitable and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel consistent with its and the services they provide, and will update the Adviser when making any material changes its affiliates' fiduciary obligations to the Affiliated Personnel Fund and the services they provideto such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in a more favorable price or lower brokerage commissions in all instances.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall maintain 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, including, without limitation, the information specified in Schedule A attached hereto and made a part of this Agreement, provided however, that Sub-Adviser shall not be responsible for all purposes herein provided be deemed performing any custodial or accounting functions for the Fund. The Sub-Adviser shall provide to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the AdviserBoard of Trustees such periodic and special reports, shall have no authority balance sheets or financial information, and such other information with regard to act for or represent the Fund or its affairs as the Adviser in any way or otherwise be deemed an agent Board of the Fund or the Adviser.
(i) Trustees may reasonably request. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Fund’s portfolio transactions and shall render Adviser any other information relating to the Board such periodic and special reports as Assets that is required to be filed by the Board may reasonably requestAdviser 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. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s 's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the period prescribed by Rule 31a-2 under the 1940 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's Assets in accordance with the requirements set forth on Schedule B attached hereto and made a part of this Agreement, and such other information as may reasonably be requested by Adviser.
(f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(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 Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) 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, or employees.
(j) The Sub-Adviser shall be primarily not, on behalf of the Fund, purchase securities of CIGNA Corporation or of any other entity identified in advance by Adviser to Sub-Adviser in writing.
(k) Sub-Adviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act, will provide to the Fund a copy of the code of ethics and evidence of its adoption, and will make such reports to the Fund as required by Rule 17j-1 under the Act.
(l) Notwithstanding anything to the contrary, the Sub-Adviser may delegate any or all of its investment advisory services, duties, and responsibilities under this Agreement to Perkins, Wolf, ▇▇▇▇▇▇▇▇▇ & Company. No delegation pursuant to this provision shall relieve the Sub-Adviser of its duties or responsibilities hereunder.
(m) The Adviser hereby acknowledges that the Sub-Adviser is not responsible for pricing portfolio securities, and that the execution of any trades in securities in Adviser, the Trust, the Fund’s portfolio , and Sub-Adviser will rely on the Fund’s allocation pricing agent chosen by the Board of brokerage commissionsthe Trust for prices of securities, for any purposes.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Cigna Funds Group)
Duties of the Sub-Adviser. (a) The Subject to supervision and oversight by the Adviser hereby retains and the Trust’s Board of Trustees, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment all of the securities and other assets of the Fund) as hereinafter set forth, subject Fund entrusted to the supervision and oversight of it by the Adviser and the Board of Trustees of the Fund hereunder (the “BoardAssets”), for including the period purchase, retention and upon disposition of the terms herein set forthAssets, in accordance with (i) the Fund’s investment objectiveobjective(s), policies and restrictions that are set forth as stated in the Fund’s prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the “Prospectus”), and subject to the following:
(a) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s constituent documents and the Prospectus 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 applicable provisions of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Registration StatementCode”); (ii) , and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(db) Unless otherwise instructed in writing 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 or the Board, and made available to the Sub-Adviser shall have the responsibility and discretion from time to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to place orders for other securities transactions on behalf of the Fundtime. The Sub-Adviser will carry out the policy with respect to brokerage set forth in the Trust’s registration statement and the Prospectus or as the Board of Trustees or the Adviser may direct 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. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to cooperate with 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 Trustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in support of efforts to implement the Fund’s investment program.
(eSection 28(e) Subject to the supervision of the BoardSecurities 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 Trustees, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute 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 documents other sub-adviser of the Trust or other registered investment companies (e.g.or series or portions thereof) that may be deemed to be under common control, ISDAsthe Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or any other sub-adviser of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Trust’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 agreements, clearing agreements and other trading arrangements (each, each a “Trading AgreementSub-Advised Fund”) on behalf ). 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. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the FundFund 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 applicable) 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 take any other actions required to make investments pursuant consistent with its fiduciary obligations to the Registration StatementFund and to such other clients. The Sub-Adviser 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, which may include any market and/or industry standard documentation.
(f) Subject subject to the supervision applicable legal and regulatory requirements, and in compliance with such procedures of the Board Trust as may be in effect from time to time, the Sub-Adviser may effectuate cross transactions between the Fund and without limiting such other account if it deems this to be advantageous to both of the generality of accounts involved. Notwithstanding the foregoing, the Sub-Adviser may, as permitted agrees that the Adviser shall have the right by rule, regulation or position written notice to identify securities that may not be purchased on behalf of the staff Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Securities and Exchange Commission (the “SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Fund may not be effected. The Sub-Adviser shall be responsible 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 all acts books and records with respect to transactions involving the Assets required by applicable law. The Sub-Adviser shall keep the Adviser informed of any Affiliated Personnel taken in furtherance of this Agreement developments materially affecting the Fund or the Trust. The Sub-Adviser shall provide to the same extent it would be for Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its own acts, (iii) except affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall Assets required to be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected maintained by the Sub-Adviser in good faith under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by applicable law. 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 reasonable care, 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 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 be monitored by the Sub-Adviser and (v) will surrender promptly to the Fund any of such records upon reasonable request by the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Trust’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 notice. In addition, for the duration of this Agreement, the Sub-Adviser shall identify preserve for the Affiliated Personnel and periods prescribed by Rule 31a-2 under the services they provide1940 Act, and will update 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 when making upon the termination of this Agreement at the Fund’s request. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any material changes to of its responsibilities under this Agreement including all means for the Affiliated Personnel and the services they provideeffecting of securities transactions.
(gd) The Sub-Adviser hereby accepts will also make its officers and employees available to meet with the officers of the Adviser and the Fund’s service providers, and the Trust’s officers and 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, and other Fund-related matters. 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 Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the Adviser 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 appointment detail as the Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and agrees during assistance to the term hereof Adviser as to render 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 Trust’s officers and Trustees and provide such information as the Board of 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 described herein for the compensation provided hereinhereunder.
(he) The Sub-Adviser shall for provide the Fund’s custodian on each business day with information relating to all purposes herein provided 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 deemed to reasonably required. The Sub-Adviser shall also provide the Adviser with such information upon request of the Adviser. 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 Trust.
(f) In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor of both the Fund and the Adviser and, except as expressly provided for herein or otherwise expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or writing by the Adviser, shall have no authority to act for or represent the Fund or the Adviser Trust in any way or otherwise be deemed to be an agent of the Fund Fund, the Trust or the Adviser.
(i) . 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 shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Sub-Adviser agrees that all records that it maintains for the Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided is understood that the Sub-Adviser may retain a copy of such recordsrender investment advice, management and other services to other investment companies and clients.
(jg) Subject to the following, the Sub-Adviser shall take corporate action elections with respect to securities held by the Fund 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 be primarily responsible 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.
(h) 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 execution 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 trades sub-adviser in securities connection with the performance of the Sub-Adviser's duties hereunder.
(i) 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 portfolio currently effective Prospectus who are employees of the Adviser; and (2) other persons designated by the Fund’s allocation of brokerage commissionsAdviser and identified to the Sub-Adviser as “Authorized Persons” pursuant to this Agreement, provided that instructions or directions provided pursuant to this Section 1(i)(2) are provided in writing (which may include e-mail or facsimile transmissions).
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Subject to supervision by the Adviser hereby retains and the Fund's Board of Directors, the Sub-Adviser to shall manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment operations of the assets Portfolio and the composition of the Fund) as hereinafter set forthPortfolio, subject to including the supervision purchase, retention and oversight disposition of the Adviser securities and the Board of Trustees of the Fund (the “Board”), for the period and upon the terms herein set forthother assets, in accordance with (i) the Portfolio's investment objectiveobjectives, policies and restrictions that are set forth as stated in the Fund’s Portfolio's prospectus and statement of additional information (information, as the same may be currently in effect and as amended or supplemented from time to timetime (referred to collectively as the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time 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 “Registration Statement”); Sub-Adviser shall act in conformity with the Fund's Articles of Incorporation and Bylaws (iias such terms are defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(dc) Unless otherwise instructed in writing by the Adviser or the Board, the The Sub-Adviser shall have determine the responsibility securities to be purchased or sold by the Portfolio and discretion to execute subscriptions or other documentation effecting investments in any investment opportunities or companies in which the Fund may invest, or to will place orders for other with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and 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 on behalf of and selecting brokers or dealers, the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts 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 overall terms available, and in selecting the broker-dealer to implement execute a particular transaction, the Fund’s investment program.
Sub-Adviser may also consider the brokerage and research services (eas those terms are defined in Section 28(e) Subject of the Securities Exchange Act of 1934) provided to the supervision Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the BoardSub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to compliance with said Section 28(e), to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the 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 Portfolio. In addition, the Sub-Adviser is authorized to enter allocate purchase and sale orders for the Portfolio's portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser) to take into trading agreements and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, a “Trading Agreement”) on behalf account the sale of variable contracts investing through separate accounts in the Fund if the Sub-Adviser believes that the quality of the Fundtransactions and the commission are comparable to what they would be with other qualified firms. In no instance, as applicable) and take however, will any other actions required to make investments pursuant Portfolio's securities be purchased from or sold to the Registration StatementSub-Adviser, which may include the Adviser, or any market and/or industry standard documentation.
(f) Subject to affiliated person of either the supervision of the Board and without limiting the generality of the foregoingFund, the Sub-Adviser mayor the Adviser, acting as principal in the transaction, except to the extent permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (the “"SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i") the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken in furtherance of this Agreement to the same extent it would be for its own acts, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by the Sub-Adviser in good faith and with reasonable care, and be monitored by the Sub-Adviser and (v) upon reasonable request by the Adviser, the Sub-Adviser shall identify the Affiliated Personnel and the services they provide, and will update the Adviser when making any material changes to the Affiliated Personnel and the services they provide1940 Act.
(g) The Sub-Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein.
(hd) The Sub-Adviser shall for all purposes herein provided be deemed to be an independent contractor of both the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Fund’s Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Directors of the Fund such periodic and special reports as the Adviser or Board of Directors may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filed by the Adviser or the Fund 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 Fund obtains from the SEC. The Sub-Adviser agrees that all records that it maintains for on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Adviser will surrender promptly to the Fund Portfolio any of such records upon the Fund’s Portfolio's request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor Sub-Adviser, to the Adviser).
(je) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser.
(f) The Sub-Adviser shall cooperate with the Adviser, its representatives, and any third party retained thereby upon the Adviser's exercise of its right, granted hereby, to compel an audit of the Portfolio's financial records, examine records of the Portfolio's portfolio transactions, and/or make a copy of such records.
(g) The investment management services provided by the Sub-Adviser under this Agreement are not to be primarily responsible for deemed exclusive and the execution Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Fund.
(h) The Sub-Adviser shall promptly notify the Adviser of any trades in securities in material financial condition affecting the Fund’s portfolio and Sub-Adviser that is likely to impair the Fund’s allocation Sub-Adviser's ability to fulfill its commitments under this Agreement. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of brokerage commissionsany of the Sub-Adviser's partners, officers or employees.
Appears in 1 contract
Duties of the Sub-Adviser. (a) The Adviser hereby retains the Sub-Adviser Subject to manage on a discretionary basis the Fund’s assets, and to provide investment advice to the Fund (including with respect to the investment and reinvestment of the assets of the Fund) as hereinafter set forth, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Fund (the “Board”), for the period and upon in accordance with the terms herein set forthand conditions of the Agreement, the Sub-Adviser shall manage all of the securities and other assets of the Funds entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with (i) the Funds’ respective investment objectiveobjectives, policies and restrictions that are set forth as stated in the each Fund’s prospectus and statement of additional information 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) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s Declaration of Trust (as the same defined herein), as may be modified, amended or supplemented from time to time, the By-Laws of the Trust, as may be modified, amended or supplemented from time to time, the Prospectus, the instructions and directions of the Adviser and of the Board, the terms and conditions of exemptive and no-action relief granted to the 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 “Registration StatementCode”); (ii) and as applicable, and all other applicable federal and state laws, rules laws and regulations, and the Fund’s charter and by-laws as the same shall be each is amended from time to time; and (iii) the Investment Company Act.
(b) Without limiting the generality of the foregoing, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) close and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its assets. Subject to the supervision of the Board and the Adviser, the Sub-Adviser shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Sub-Adviser will arrange for such financing on the Fund’s behalf, subject to the oversight and approval of the Board.
(c) Unless otherwise instructed in writing by the Adviser or the Board, the Sub-Adviser shall have the responsibility and discretion to vote, either in person or by proxy, securities in which the Fund may be invested from time to time.
(db) Unless otherwise instructed responsibility for placing orders with respect to transactions in writing securities or other assets held or to be acquired by the Funds has been retained by the Adviser or delegated by the BoardAdviser to another sub-adviser, the Sub-Adviser shall have will place such orders with or through such persons, brokers or dealers chosen by the responsibility Sub-Adviser to carry out the policy with respect to brokerage set forth in the Funds’ Prospectus or as the Board or the Adviser may direct in writing from time to time, in conformity with all federal securities laws and discretion subject to execute subscriptions the following:
(i) In executing Fund transactions and selecting brokers or other documentation effecting investments in any investment opportunities or companies in which dealers, the Fund may invest, or to place orders for other securities transactions on behalf of the Fund. The Sub-Adviser will use its best efforts to cooperate with seek on behalf of each Fund the best execution and overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in support the security, the price of efforts to implement the Fund’s investment programsecurity, 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.
(eii) Subject In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the supervision Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the BoardSecurities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to enter into trading agreements pay to a broker or dealer who provides such brokerage and execute any documents (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements (each, research services a “Trading Agreement”) on behalf commission for executing a portfolio transaction for a Fund which is in excess of the Fundamount of commission another broker or dealer would have charged for effecting that transaction if, as applicable) and take any other actions required to make investments pursuant but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the Registration Statementvalue 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, which may include any market and/or industry standard documentationincluding the Fund.
(fiii) Subject 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 Assets be purchased from or sold to the supervision Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act.
(iv) When the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Board and without limiting the generality Funds as well as other clients of the foregoingSub-Adviser, the Sub-Adviser may, as to the extent permitted by ruleapplicable law and regulations, regulation aggregate the order for securities to be sold or position of the staff of the Securities and Exchange Commission (the “SEC”)purchased. In such event, utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement (such personnel, the “Affiliated Personnel”), provided that (i) the Sub- Adviser remains solely responsible for the provision of services under this Agreement, (ii) the Sub-Adviser shall be responsible for all acts of any Affiliated Personnel taken will allocate securities so purchased or sold, as well as the expenses incurred in furtherance of this Agreement to the same extent it would be for its own actstransaction, (iii) except to the extent as otherwise set forth in Section 2, the compensation and/or expenses of the Affiliated Personnel shall be paid by and/or be the sole responsibility of the Sub-Adviser, and the Adviser shall bear no direct cost or obligation with respect thereto beyond the payment of the Management Fee as described in this Agreement, (iv) the Affiliated Personnel shall be selected by a manner the Sub-Adviser in good faith reasonably considers to be equitable and consistent with reasonable care, its fiduciary obligations to the Fund and be monitored by to such other clients under the Sub-Adviser and circumstances.
(v) upon reasonable request by To the Adviserextent the Adviser or another sub-adviser is responsible for placing orders with respect to the Funds’ portfolio transactions, the Sub-Adviser shall identify provide to the Affiliated Personnel Adviser or such other sub-adviser such information 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 services they providetiming of and restrictions, and will update if any, on the Adviser when making any material changes to the Affiliated Personnel and the services they providepurchase or sale (e.g., a market order versus a limit order).
(gvi) 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 hereby accepts such appointment and agrees during shall not provide investment advice to any assets of the term hereof to render Funds other than the services described herein for the compensation provided hereinAssets which it sub-advises.
(hc) The Sub-Adviser shall for maintain all purposes herein provided be deemed books and records with respect to be an independent contractor transactions involving the Assets required by subparagraphs (b)(1), (5), (6), (7), (8), (9) and (10) and paragraph (f) of both Rule 31a-1 under the Fund and the Adviser and, except as expressly provided or authorized herein or in any other agreement between the Fund, the Sub- Advisor or the Adviser, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
(i) 1940 Act. The Sub-Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant relating to the provision of its investment advisory services Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Fund and shall specifically maintain Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records in accordance with Section 31(a) of the Investment Company Act with respect to Fund required by Rule 31a-1 under the Fund’s portfolio transactions and shall render to 1940 Act, as requested by the Board such periodic and special reports as the Board may reasonably requestAdviser. The Sub-Adviser agrees that all records that it maintains for the on behalf of a Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, provided however, that the Sub-Adviser may retain a copy of such records. 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 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 upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser).
(d) The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Assets and 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.
(e) 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.
(f) 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.
(g) Unless the responsibility has been retained by the Adviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser shall, unless and until otherwise 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.
(h) 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 and subparagraph (b)(v) of this Section 1. The Sub-Adviser shall not provide investment advice to any assets of the Funds other than the Assets.
(i) 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 Trustees, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, 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 or the Trust obtains from the SEC.
(j) The Sub-Adviser shall shall, in accordance with procedures and methods established by the Board, which may be primarily amended from time to time, and in conjunction with the Adviser, promptly notify the Adviser and the Trust’s administrator/fund accountant of securities in a Fund which the Sub-Adviser believes should be fair valued in accordance with the Trust’s Valuation Procedures. Such fair valuation may be required when the Sub-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 reasonable assistance in determining the fair value of the Assets, 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 for which market prices are not readily available, it being understood that the Sub-Adviser will not be responsible for determining the execution value of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissionssuch security.
Appears in 1 contract
Sources: Sub Advisory Agreement (Exchange Listed Funds Trust)