Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations: a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting. b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulator, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser. d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses. e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator. f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private. g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing. h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate. i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures. j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder. k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company. l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser. m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion. n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 4 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyFund, subject to and in accordance with (i) the respective investment objective, objective and policies and restrictions of the Company set forth in the applicable provisions of Fund and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of the Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and the Fund's investment activities activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the CompanyFund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records pertaining to for the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser Fund's assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 4 contracts
Sources: Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust)
Obligations of and Services to be Provided by the Adviser. The In providing the services and assuming the obligations set forth herein, the Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyFund, subject to and in accordance with (i) the respective investment objective, objective and policies and restrictions of the Company set forth in the applicable provisions of Fund and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall will make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of the Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. The services by the Adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and the Fund's investment activities activities.
b) The Adviser shall place orders for the execution of all portfolio transactions, in the name of the CompanyFund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create and maintain all necessary brokerage records pertaining to for the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the Trust1940 Act, of the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expensesAdviser.
e. e) The Adviser will manage the Fund's assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 4 contracts
Sources: Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with Notwithstanding anything to the placement contrary in this Agreement, and subject to the Company’s Charter Documents, the Adviser or one of its affiliates shall, in the name of the Company, place orders for the execution of the portfolio transactions of the Companyhereunder with or through any broker, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and dealer, futures commission merchant, bank or any other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulationsagent or counterparty, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulator, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients affiliates of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments may select in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateits own discretion.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. c. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, Adviser may aggregate purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the AdviserAdviser or its affiliates made on the same day. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Company’s Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser or its affiliates as to which the Adviser exercises or its affiliates exercise investment discretion.
d. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
e. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
f. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
g. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.d. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon its books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
h. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
i. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
k. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company 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 Adviser for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
l. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s and its affiliates’ clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
m. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
n. The Adviser shall will not be responsible for filing claims in breach of this Agreement if it treats income derived class action settlements related to securities currently or previously held by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCompany.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. To the extent consistent with applicable law and then current SEC Positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. Subject to such policies as the Company and its Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
f. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. g. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. h. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While i. The Adviser shall provide assistance in determining the parties hereby agree that the Adviser is not primarily responsible for the valuation fair value of the Company’s assets, as the delegate of the Board of Directors of all securities and other investments/assets in the Company, and, use reasonable efforts to arrange for the Adviser shall provide the Portfolio with provision of valuation information providing the basis or a price(s) for reasonable and good faith fair valuations for any securities each security or other financial instruments investment/asset in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. j. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. k. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. l. The Adviser will not advise be responsible for filing claims in class action settlements related to securities currently or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly previously held by the Company.
l. Unless m. The Adviser and the Company gives acknowledge that the Adviser written instructions to is not the contrarytax adviser, compliance, pricing or fund accounting agent for the Portfolio, the Adviser shallTrust, in good faith and in a manner which it reasonably believes best serves the interests of the or for Company’s shareholders. Accordingly, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the each Party agrees that Adviser shall seek to obtain for perform such services based upon the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way records of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income it maintains in its ordinary course of business and written instructions received from the Trust, the Portfolio or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCompany.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise be responsible for filing claims in class action settlements related to securities currently or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly previously held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Adviser is directed to uses only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio or any losses incurred in connection therewith; and (c) custodian fees and expensespayable to or expenses incurred on behalf of the Portfolio by a service provider (other than the Adviser) to the Trust.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code; however, the Manager acknowledges and agrees that the official testing for compliance with Section 817(h) of the Code shall be performed by the Manager or a Portfolio service provider other than the Adviser. The Adviser shall provide the Manager timely notice, at least quarterly, of any diversification failure and take the necessary actions to correct such failures. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for on a timely basis, upon the valuation of the CompanyManager’s assets, as the delegate of the Board of Directors of the Companyreasonable request, the Adviser shall provide information to the Manager to assist the Manager in determining the fair value of securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available. The Manager acknowledges that the ultimate responsibility for determining the valuation of the Portfolio’s investments rests with information providing the basis for reasonable Manager and/or the Trust, and good faith fair valuations for not the Adviser.
i. The Adviser will notify the Trust and the Manager of any securities assignment of this Agreement or other financial instruments change of control of the Adviser, as applicable, and any changes in the Company for which the Adviser deems current market quotations key personnel who are either not readily available the portfolio manager(s) of the Portfolio or not reliablesenior management of the Adviser, in each case prior to or promptly after, such change. The Adviser will also provide fair valuation information in response agrees to the bear all reasonable inquiry expenses of the Company Trust, if any, arising out of any assignment by, or change in control of the Company’s delegateAdviser and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser.
i. j. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. k. The Adviser will not consult with any other subadviser adviser of the Trust concerning securities transactions of any portfolio of the Trust in securities, other financial instruments securities or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach responsible for filing proofs of this Agreement if it treats income derived by claim on behalf of the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomePortfolio.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. (a) The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Companyeach Fund’s assets, subject to and in accordance with (i) the investment objective, objectives and policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this factFund. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment investment of each Fund’s assets and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action steps as may be necessary to implement the same. Such determination and services shall also include determining the manner in which voting rights, rights to consent to corporate action, any other rights pertaining to a Fund’s portfolio securities shall be exercised. The Adviser shall render such regular reports to the CompanyBoard concerning each Fund’s Board of Directors as they may reasonably request concerning investment activities.
(b) The Adviser shall, in the investment activities name of the CompanyTrust and on behalf of each Fund, provided that place orders for the Adviser shall not be responsible for Company accounting.
b. execution of the Fund’s portfolio transactions in accordance with the policies set forth in the Trust’s current registration statement under the 1940 Act and the 1933 Act. In connection with the placement of orders for the execution of the each Fund’s portfolio transactions of the Companytransactions, the Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulator, Securities and Exchange Commission (the Company or “SEC”) and the Trust and any person retained by the Company at all Trust upon reasonable times. The Adviser will furnish copies of such records notice to the Company within a reasonable time after receipt of a request from the CompanyAdviser. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1c) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services to the Trust and each Fund pursuant to this Agreement, but shall not be obligated to pay any Agreement except such expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted as are undertaken by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, Fund in Section 3 hereof.
(d) In providing the services and shall not be held responsible under this Agreement so long as it performs such services in accordance with assuming the terms of this Agreementobligations set forth herein, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the TrustAdviser may, the Company’s Board of Directors at its own expense, employ one or the Company’s administrator.
f. The Adviser makes no representation or warrantymore subadvisors, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed subject to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate approval of the Board of Directors or, if required, a majority of the Companyoutstanding voting securities of the Funds, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by manner required under the 1940 Act or any rules thereunderAct.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 2 contracts
Sources: Investment Advisory Agreement (RMB Investors Trust), Interim Investment Advisory Agreement (RMB Investors Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Companyeach Fund, subject to and in accordance with (i) the respective investment objective, objective and policies of each Fund and restrictions of the Company set forth in the applicable provisions of any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of each Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. Such determination and services by each sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause each sub-adviser to, render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and each Fund's investment activities activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Companyrespective Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create and maintain (or cause the sub-advisers to create and maintain) all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance for each Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-advisers to manage, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser Fund assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 2 contracts
Sources: Investment Management Agreement (Amstar Investment Trust), Investment Management Agreement (Amstar Investment Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s 's Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and L of the AdviserInternal Revenue Code of 1986, as amended (iithe "Code") and any written instructions which the Company’s Manager or the Trust's Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Trust's Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the Company, provided that Portfolio. Unless the Manager gives the Adviser shall not written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote such proxies as may be responsible for Company accountingnecessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust's Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission ("SEC"), the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the Company’s Portfolio's books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s 's Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the Company’s Trust's Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “"Charter Requirements”"), and in accordance with applicable lawlaw (including sub-chapters M and L of the Code, the Investment Company Act and the Advisers Act ("Applicable Law")), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the Company’s each Portfolio's books and records, and upon information and written instructions received from the Trust Trust, the Manager or the Company’s Trust's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the Company’s Trust's administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Endeavor Series Trust), Investment Advisory Agreement (Endeavor Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyFund, subject to and in accordance with (i) the respective investment objective, objective and policies and restrictions of the Company set forth in the applicable provisions of Fund and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of the Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and the Fund's investment activities activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the CompanyFund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create cause to be created and maintain maintained all necessary brokerage records pertaining to for the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but unless otherwise authorized by the Board of Trustees, the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser Fund's assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Centurion Investment Trust), Investment Advisory Agreement (Centurion Investment Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the The Adviser shall provide assistance in determining the Portfolio with fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information providing or a price(s) from a party(ies) independent of the basis Adviser for reasonable and good faith fair valuations for any securities each security or other financial instruments investment/asset in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise be responsible for filing claims in class action settlements related to securities currently or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly previously held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the The Adviser shall provide assistance in determining the Portfolio with fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information providing or a price(s) from a party(ies) independent of the basis Adviser for reasonable and good faith fair valuations for any securities each security or other financial instruments investment/asset in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder, and except that it may consult with its affiliate, ▇▇▇▇▇▇▇▇ Investment Management North America Limited.
k. The Adviser will not advise be responsible for filing claims in class action settlements related to securities currently or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly previously held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While The Adviser shall provide assistance in determining the parties hereby agree that the Adviser is not primarily responsible for the valuation fair value of the Company’s assets, as the delegate of the Board of Directors of all securities and other investments/assets in the Company, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a prices(s) from a party(ies) independent of the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities each security or other financial instruments investment/asset in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise be responsible for filing claims in class action settlements related to securities currently or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly previously held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. (a) The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Companyeach Fund's assets, subject to and in accordance with (i) the investment objective, objectives and policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this factFund. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment investment of each Fund's assets and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action steps as may be necessary to implement the same. Such determination and services shall also include determining the manner in which voting rights, rights to consent to corporate action, any other rights pertaining to a Fund's portfolio securities shall be exercised. The Adviser shall render such regular reports to the Company’s Board of Directors as they may reasonably request concerning each Fund's investment activities.
(b) The Adviser shall, in the investment activities name of the CompanyCorporation and on behalf of each Fund, provided that place orders for the Adviser shall not be responsible for Company accounting.
b. execution of the Fund's portfolio transactions in accordance with the policies set forth in the Corporation's current registration statement under the 1940 Act and the 1933 Act. In connection with the placement of orders for the execution of the each Fund's portfolio transactions of the Companytransactions, the Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Corporation and shall be available for inspection and use by the SEC or other applicable regulator, Securities and Exchange Commission (the Company or "SEC") and the Corporation and any person retained by the Company at all Corporation upon reasonable times. The Adviser will furnish copies of such records notice to the Company within a reasonable time after receipt of a request from the CompanyAdviser. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 3la-2 under the 1940 Act.
c. The Adviser shall (1c) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services to the Corporation and each Fund pursuant to this Agreement, but shall not be obligated to pay any Agreement except such expenses of as are undertaken by the CompanyCorporation or the Fund in Section 3 hereof.
(d) In providing the services and assuming the obligations set forth herein, the TrustAdviser may, the Portfolio at its own expense, employ one or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Companymore subadvisers, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate approval of the Board or, if required, vote of Directors a majority of the Companyoutstanding shares of the Funds, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which manner required under the Adviser deems current market quotations are either not readily available or not reliable1940 Act. The Adviser will also provide fair valuation information in response continue to the reasonable inquiry of the Company or the Company’s delegatehave responsibility for all investment advisory services furnished pursuant to any agreement with a subadviser.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (IronBridge Funds, Inc.)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine will notify the Trust and the Manager of any assignment of this Agreement or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among change of control of the Adviser’s clients differences , as applicable, and any changes in prices and commissions the key personnel who are either the portfolio manager(s) of the Portfolio or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among senior management of the Adviser’s clients , in proportion each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the purchase and sale orders placed for each client account on Trust, if any, arising out of any given day. If assignment by, or change in control of the Adviser cannot obtain execution on all and any changes in the combined orders at prices or for transaction costs that key personnel who are either the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part portfolio manager(s) of the combined orders by following Portfolio or senior management of the Adviser’s order allocation procedures.
j. The Adviser will not consult may in its sole discretion, and in accordance with applicable law, invest the Portfolio in any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securitiesinvestment company, other financial instruments unit investment trust or other assetscollective investment fund, except as otherwise permitted by registered or non-registered, for which the 1940 Act Adviser or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions its affiliates serves as investment adviser (“Affiliated Fund”). Consistent with its fiduciary obligation to the contraryPortfolio, the Adviser shallwill make such investments only if in its view, after considering factors deemed relevant by the Adviser, an investment in good faith and an Affiliated Fund would be in a manner which it reasonably believes the best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as Portfolio and comparable to how to vote such proxies as may be necessary or advisable in similar investment opportunities. In connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Companysuch investments, the Adviser shall seek agrees to obtain waive its fees for managing the Company the best execution available. In using its best efforts Portfolio in an amount equal to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors any advisory fee it deems relevant, including by way receives as a result of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered any investment by the broker or dealer Portfolio in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretionAffiliated Fund.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. In addition, subject to seeking the most favorable price and best execution available, the Adviser may also consider sales of shares of the Trust as a factor in the selection of brokers and dealers. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may request the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to: (i) pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment; or (ii) finance activities that are primarily intended to result in the sale of Trust shares. Such direction regarding brokerage shall be in writing and subject to terms and conditions agreeable to Adviser.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. For both of these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible on a timely basis, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, 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 Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine will notify the Trust and the Manager of any assignment of this Agreement or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among change of control of the Adviser’s clients differences , as applicable, and any changes in prices and commissions the key personnel who are either the portfolio manager(s) of the Portfolio or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among senior management of the Adviser’s clients , in proportion each case prior to the purchase and sale orders placed for each client account on any given dayor promptly after, such change. If the The Adviser cannot obtain execution on agrees to bear all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part reasonable expenses of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions Trust, if any, arising out of any portfolio of the Trust assignment by, or change in securitiescontrol of, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of Section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine will notify the Trust and the Manager of any assignment of this Agreement or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among change of control of the Adviser’s clients differences , as applicable, and any changes in prices and commissions the key personnel who are either the portfolio manager(s) of the Portfolio or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among senior management of the Adviser’s clients , in proportion each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the purchase and sale orders placed for each client account on Trust, if any, arising out of any given day. If assignment by, or change in control of the Adviser cannot obtain execution on all and any changes in the combined orders at prices or for transaction costs that key personnel who are either the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part portfolio manager(s) of the combined orders by following Portfolio or senior management of the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser adviser of the Trust concerning securities transactions of any portfolio of the Trust in securities, other financial instruments securities or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Companyeach Fund, subject to and in accordance with (i) the respective investment objective, objective and policies of each Fund and restrictions of the Company set forth in the applicable provisions of any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of each Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. Such determination and services by each sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause each sub-adviser to, render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and each Fund's investment activities activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Companyrespective Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create and maintain (or cause the sub-advisers to create and maintain) all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance for each Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, Its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-advisers to manage, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser Fund assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 1 contract
Sources: Investment Management Agreement (Valenzuela Capital Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, therewith (such written instructions to be provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board reasonably in advance of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this facttheir effectiveness). In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time and unless otherwise instructed by the Manager, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Adviser, the Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, will be made by the Adviser in the manner Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. To the extent the Manager instructs the Adviser not to place orders for the execution of portfolio transactions, the Manager acknowledges that this Section 2.b shall not apply and for the period during which such instruction applies, the Adviser shall have no duty or ability to negotiate commissions, provide volume discounts or obtain the most favorable price and execution for the Portfolio, and shall not be liable in any way to the extent these services are provided by a third party as instructed by the Manager.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law(“Required Records”). All records Required Records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records Required Records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. This restriction shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining or confirming the fair value of all securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine will notify the Trust and the Manager of any assignment of this Agreement or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among change of control of the Adviser’s clients differences , as applicable, and any changes in prices and commissions the key personnel who are either the portfolio manager(s) of the Portfolio or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among senior management of the Adviser’s clients , in proportion each case prior to or promptly after, such change. To the extent that the Manager is notified by the Adviser prior to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirableeffectiveness of such change, the Manager agrees that it will treat such information as confidential pursuant to Section 9 of this Agreement. The Adviser will allocate the securities the Adviser does buy or sell as part agrees to bear all reasonable expenses of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions Trust, if any, arising out of any portfolio of the Trust assignment by, or change in securitiescontrol of, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for the Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyFund, subject to and in accordance with (i) the respective investment objective, objective and policies and restrictions of the Company set forth in the applicable provisions of Fund and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of the Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and the Fund's investment activities activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the CompanyFund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records pertaining to for the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser Fund's assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 1 contract
Sources: Investment Management Agreement (Schwartz Investment Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. Provided the investment objectives of the Portfolio are adhered to, the Manager agrees that the Adviser may aggregate sales and purchase orders of securities, commodities and other investments held in the Portfolio with similar orders being made simultaneously for other accounts managed by the Adviser or with accounts of the affiliates of Adviser, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Portfolio taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses. The Manager acknowledges that the determination of such economic benefit to the Portfolio by the Adviser represents the Adviser’s evaluation that the Portfolio is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a31 (a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining the Portfolio with information providing the basis for reasonable fair value of all securities and good faith fair valuations for any securities or other financial instruments investments/assets in the Company Portfolio, as necessary, and use reasonable efforts to arrange for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair provision of valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to price(s) from a vote of shareholders of securities held by the Company and purchased (or otherwise acquiredparty(ies) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients independent of the Adviser as to for each security or other investment/asset in the Portfolio for which market prices are not readily available. Notwithstanding the foregoing, the Manager acknowledges and agrees that Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) a pricing vendor for the issuance Portfolio and does not have responsibility for determining the price of a notice, ruling or other pronouncement by any security in the Internal Revenue Service that such income is not Qualifying Incomecalculating the Portfolio’s NAV.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company Portfolio set forth in the applicable provisions of Trust’s Registration Statement, as it relates to the Portfolio (the “Registration Statement”) and the Trust’s Registration Statement Declaration of Trust and Bylaws (collectively, the “Charter Documents that have been provided to the AdviserDocuments”), as such Registration Statement and Charter Documents may be amended from time to time, provided in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended (Athe “Code”) Adviser has been given prior notice ofincluding but not limited to, the diversification requirements of Section 817(h) of the Code and a reasonable amount of time to implement, the regulations thereunder and any changes or amendments to such documentation, investment objectiveswritten instructions, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions guidelines which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount and in accordance with all applicable provisions of time to implement such instructions law, including without limitation all applicable provisions of the 1940 Act and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this factrules and regulations thereunder. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees, the Manager and the Portfolio’s administrator as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that including without limitation all material as reasonably may be requested by the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution Trustees of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining Trust pursuant to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a15(c) of the 1940 Act or Act, and agrees to review the applicable provisions of Cayman Islands’ law. All records shall be Portfolio and discuss the property management of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC Portfolio with representatives or other applicable regulator, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions agents of the Trust’s Registration Statement applicable to Board of Trustees, the Company Manager and the Charter Documents, written instructions of the Company and any policies adopted by the CompanyPortfolio’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.badministrator at their reasonable request. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the CompanyPortfolio’s shareholders, timely direct the CompanyPortfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the AdviserPortfolio.
m. To the extent consistent with applicable law and then current SEC positions and absent b. Absent instructions from the Company Manager to the contrarycontrary and to the extent provided in the Trust’s Registration Statement, purchase or sell as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the Company execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may be aggregated with contemporaneous purchase or sell orders of other clients select, including affiliates of the Adviser, provided such orders comply with Rule 17e-1 (or any successor or other relevant regulations) under the 1940 Act. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the CompanyPortfolio, the Adviser shall seek to obtain for the Company Portfolio the best execution available. In using its best efforts to obtain for the Company Portfolio the best execution available, the Adviser, bearing in mind the CompanyPortfolio’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors Trustees and the Manager may determine and applicable law, including any relevant SEC PositionsSection 28(e) of the Securities Exchange Act of 1934, the Adviser may cause the Company Portfolio to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company Portfolio and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Adviser is directed to use only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers. Such direction regarding brokerage shall be in writing and subject to terms and conditions agreeable to the Adviser.
n. c. In connection with the placement of orders for the execution of the portfolio transactions of the Portfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the SEC, the Trust, the Manager or any person retained by the Trust at all reasonable times. The Adviser will furnish copies of such records to the Manager or the Trust within a reasonable time after receipt of a request from either the Manager or the Trust. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
d. In accordance with Rule 206(4)-7 under the Advisers Act, the Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and any rules thereunder by the Adviser and its supervised persons. Further, the Adviser reviews and shall continue to review, at least annually, its written policies and procedures and the effectiveness of their implementation and shall designate an individual (who is a supervised person) who is responsible for administering such policies and procedures.
e. The Adviser shall:
i. Comply with the Trust’s written compliance policies and procedures pursuant to Rule 38a-1 under the 1940 Act, provided such policies and procedures have been furnished in writing to the Adviser;
ii. Promptly provide to the Manager copies of its annual compliance review report (or a summary of the process and findings);
iii. Notify the Manager promptly of any contact from the SEC or other regulators or a Self-Regulatory Organization (“SRO”) (such as an examination, inquiry, investigation, institution of a proceeding, etc.) relating directly or indirectly to the Portfolio or that would have a material impact on the Adviser;
iv. Notify the Manager promptly of any material compliance matters (as defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) relating directly or indirectly to the Portfolio, the Trust, the Manager or the Adviser of which it is aware and actions taken in response to issues or items raised by the SEC, an SRO or other regulators; and
v. Promptly notify the Manager of any matter that would be material to the management of the Portfolio by the Adviser or its affiliated persons, in accordance with the requirements of Section 206 of the Advisers Act.
f. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Trust or the Manager.
g. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
h. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter.
i. The Adviser shall be responsible for the preparation and filing of Schedules 13D and 13G and Form 13F on behalf of the Portfolio. For these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in breach writing.
j. The Adviser shall promptly provide reasonable and good faith fair valuations for any securities or other investments/assets in the Portfolio for which the Adviser believes current market quotations are not readily available or reliable. The Adviser acknowledges that it may from time to time receive in its capacity as agent for the Portfolio information that is relevant to valuation of securities or other investments/assets in the Portfolio and agrees to promptly provide any such information to the Manager. The Adviser may, in the event that it believes any such information constitutes material non-public information, notify the Manager to that effect.
k. The Adviser will notify the Trust and the Manager of any assignment of this Agreement if it treats income derived by or change of control of the Company Adviser, as qualifying income under Code Section 851(b)(2applicable, and any changes in the key personnel who are either the portfolio manager(s) (“Qualifying Income”) for any period of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the earlier Trust, if any, arising out of (i) its receipt any assignment by, or change in control of, the Adviser.
l. In accordance with Rule 17a-10 under the 1940 Act and any other applicable law, the Adviser shall not consult with any other subadviser to the Portfolio or any subadviser to any other portfolio of a written instruction from the Company that such income is not Trust or to be considered Qualifying Income any other investment company or (ii) investment company series for which the issuance Manager serves as investment adviser concerning transactions of a notice, ruling the Portfolio in securities or other pronouncement by assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Internal Revenue Service 1940 Act.
(3) Section 3 is revised to remove the following sentence from that such income section:
(4) Section 4 is not Qualifying Income.amended and restated in its entirety to read as follows:
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the The Adviser shall provide assistance in determining the Portfolio with fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information providing or a price(s) from a party(ies) independent of the basis Adviser for reasonable and good faith fair valuations for any securities each security or other financial instruments investment/asset in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of subadviserof the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder, and except that it may consult with its affiliate, ▇▇▇▇▇▇▇▇ Investment Management North America Limited.
k. The Adviser will not advise be responsible for filing claims in class action settlements related to securities currently or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly previously held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s 's Registration Statement and the Charter Documents that have been provided to the AdviserStatement, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Manager or the Trust's Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees and the Manager concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accountingPortfolio.
b. To the extent provided in the Trust's Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or banks as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission ("SEC"), the Company Trust, the Manager or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Endeavor Series Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of its own Schedule 13G and Form 13F which shall include information regarding the Portfolio as appropriate. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine will notify the Trust and the Manager of any assignment of this Agreement or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among change of control of the Adviser’s clients differences , as applicable, and any changes in prices and commissions the key personnel who are either the portfolio manager(s) of the Portfolio or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among senior management of the Adviser’s clients , in proportion each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the purchase and sale orders placed for each client account on Trust, if any, arising out of any given day. If assignment by, or change in control of the Adviser cannot obtain execution on all and any changes in the combined orders at prices or for transaction costs that key personnel who are either the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part portfolio manager(s) of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser Portfolio or senior management of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyFunds, subject to and in accordance with (i) the investment objective, objectives and policies and restrictions of the Company set forth in the applicable provisions of Funds and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management investment of the Company’s assets, including assets of the Funds and the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with The Adviser shall, in the placement name of the Trust, place orders for the execution of the Funds’ portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulator, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and policies with respect thereto set forth in the places required by Rule 31a-2 Trust's registration statements under the Investment Company Act of 1940 (“1940 Act”) and the Securities Act of 1933, as such registration statements may be amended from time-to-time.
c. The Adviser shall (1) maintain procedures regarding determine the use of derivativesmanner in which voting rights, rights to consent to corporate action, and (2) provide such certifications and reports regarding any other rights pertaining to the use of derivatives, including with respect to asset segregation, as may Funds’ portfolio securities shall be reasonably requested by the Company or the Adviserexercised.
d. The Adviser shall be responsible for providing certain limited services to the Trust that are necessary to the conduct of the Trust’s affairs. Such services shall consist of: maintaining the Trust’s organizational existence; providing office space; assisting in the preparation of reports to regulatory bodies and shareholders; and such other incidental services as are necessary to the furnishing of the Adviser’s services identified under this Section 2.
e. In connection with the services to be rendered hereunder, the Adviser shall see to the maintenance of all necessary records of the Trust and of the Funds.
f. The Adviser shall render regular reports to the Trust’s Board of Trustees concerning the Funds’ investment activities.
g. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement, but shall not be obligated to pay Agreement except any such expenses of the Company, as are undertaken by the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable lawIn addition, the Adviser shall perform such services based upon its books pay the salaries and records with respect to fees of all Trustees, executive officers and employees of the Company (Trust who are affiliated persons, as specified defined in Section 2.b. hereof), which comprise a portion 2(a)(3) of the Company’s books and records1940 Act, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more subadvisers. References herein to the Adviser shall include any subadviser employed by the Adviser. Any agreement between the Adviser and a subadviser shall be subject to the renewal, termination and amendment provisions of paragraph 9 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyInternational Index Fund, subject to and in accordance with (i) the investment objective, objectives and policies and restrictions of the Company set forth in the applicable provisions of International Index Fund and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management investment of the Company’s assets, including assets of the International Index Fund and the purchase and sale of portfolio securities and other financial instruments and shall take such action steps as may be necessary to implement the same. Such determination and services shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall render such regular reports to the CompanyTrust’s Board of Directors as they may reasonably request Trustees concerning the Trust’s investment activities of the Company, provided that the Adviser shall not be responsible for Company accountingactivities.
b. The Adviser shall, in the name of the International Index Fund, place orders for the execution of the International Index Fund’s portfolio transactions in accordance with the policies with respect thereto set forth in the Trust’s registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of the International Index Fund’s portfolio transactions of the Companytransactions, the Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Trust in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a31 (a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the “SEC”), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement, but shall not be obligated to pay any Agreement except such expenses of the Company, as are undertaken by the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable lawIn addition, the Adviser shall perform such services based upon its books pay the salaries and records with respect to fees, if any, of all Trustees, executive officers and employees of the Company (Trust who are affiliated persons, as specified defined in Section 2.b. hereof), which comprise a portion 2(a)(3) of the Company’s books and records1940 Act, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Green Century Funds)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time time, to the extent that such written instructions are provided to the Adviser with sufficient advance notice, in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment advisory activities of the CompanyAdviser related to the Portfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. Consistent with this policy, the Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Board may determine, the Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Adviser) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and to cause the Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Adviser’s overall responsibilities with respect to the Portfolio and other accounts as to which the Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Adviser will submit reports on such allocations to the Manager regularly as requested by the Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act Act. The Adviser shall not be responsible for the provision of administrative or accounting services to the applicable provisions of Cayman Islands’ lawTrust. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company at all reasonable timesTrust during normal business hours. The Adviser will furnish may retain copies of such any records surrendered to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. . The Adviser Manager shall (1) maintain procedures regarding and preserve all books and records not related to the use of derivatives, and (2) provide such certifications and reports regarding Portfolio’s transactions as required under the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser▇▇▇▇ ▇▇▇.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; (c) fees of pricing services; and (cd) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the AdviserAdviser and/or its affiliates, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. For both of these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While The Adviser will notify the parties hereby agree that Trust and the Adviser is not primarily responsible for the valuation Manager of any assignment of this Agreement or change of control of the Company’s assetsAdviser, as applicable, and any changes in the delegate key personnel who are either the portfolio manager(s) of the Board of Directors Portfolio or senior management of the CompanyAdviser, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities in each case prior to or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliablepromptly after, such change. The Adviser will also provide fair valuation information in response agrees to the bear all reasonable inquiry expenses of the Company or the Company’s delegate.
i. The Adviser mayTrust, but is not obligated toif any, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions arising out of any portfolio of the Trust assignment by, or change in securitiescontrol of, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To i. In accordance with procedures and methods established by the extent consistent Trustees of the Trust and with applicable law the investment objective and then current SEC positions policies of the Portfolio set forth in the Trust’s Registration Statement and absent instructions from the Company to the contraryCharter Documents, purchase or sell orders for the Company as such Registration Statement and Charter Documents may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents amended from time to time and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services be provided to the Adviser an amount of commission for effecting on a portfolio investment transaction timely basis, provide assistance in excess of determining the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the fair value of all securities and other investments/assets in the brokerage Portfolio, as necessary, and research services provided by such broker use reasonable efforts to arrange for the provision of valuation information or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients a price(s) from a party(ies) independent of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling each security or other pronouncement by investment/asset in the Internal Revenue Service that such income is Portfolio for which market prices are not Qualifying Incomereadily available.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. For both of these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to assist with the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegateavailable.
i. The Adviser may, but is not obligated to, combine will notify the Trust and the Manager of any assignment of this Agreement or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among change of control of the Adviser’s clients differences , as applicable, and any changes in prices and commissions the key personnel who are either the portfolio manager(s) of the Portfolio or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among senior management of the Adviser’s clients , in proportion each case prior to the purchase and sale orders placed for each client account on any given dayor promptly after, such change. If the The Adviser cannot obtain execution on agrees to bear all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part reasonable expenses of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions Trust, if any, arising out of any portfolio of the Trust assignment by, or change in securitiescontrol of, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio. The Manager agrees that the Adviser or its agent will not be liable for failing to vote any proxies where either the Adviser or its agent has not received such proxies or related shareholder communications on a timely basis. Unless otherwise agreed, the Adviser will not be responsible for taking any action or rendering any advice with respect to any legal proceedings or bankruptcies involving the issuers of securities held in the Portfolio except for the giving of notice to the Manager and the custodian regarding the existence of such proceedings or bankruptcies.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. The Adviser is hereby authorized to combine orders on behalf of the Portfolio with orders on behalf of other clients of the Adviser.
d. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. e. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. f. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.d. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. g. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. h. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F with respect to the Portfolio’s holdings for which it has investment management responsibility. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While i. In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation proceduresavailable.
j. The Adviser will not consult with notify the Trust and the Manager of any other subadviser assignment of this Agreement or change of control of the Trust concerning transactions Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of any portfolio assignment by, or change in control of the Trust Adviser and any changes in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf key personnel who are either the portfolio manager(s) of the Company in any contemplated Portfolio or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers senior management of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been if provided by the Manager to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, time and if provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legalas amended, tax or regulatory in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Decisions on proxy voting will be made by the Adviser unless such decisions are expressly reserved by the Manager. The Adviser’s obligation to vote proxies shall be contingent upon receipt of proxies from the Portfolio custodian in a timely manner. The Adviser shall not be expected or required to take any action other than the rendering of investment-related advice with respect to lawsuits involving securities presently or formerly held in the Portfolio, or the issuers thereof. However, the Adviser will use commercially reasonable efforts to file proofs of claim on behalf of the Portfolio in securities class-action suits and SEC settlements which have a proof of claim process for investors and, in that connection, the Adviser may, without prior permission or consent, include information about the Portfolio. The Adviser may, at any time, terminate its obligation to file such proofs of claim by giving notice of such termination to the Manager, and such obligation shall, if not sooner terminated, automatically terminate upon the termination of this Agreement. The Manager and the Portfolio acknowledge that by filing a proof of claim on the Portfolio’s behalf, the Adviser may waive the Portfolio’s right to pursue separate litigation against the issuer with respect to the subject matter of the lawsuit. Should the Adviser determine to undertake litigation against an issuer on behalf of one or more funds, the Adviser shall obtain the prior written consent of the Portfolio to undertake such litigation. If the Portfolio consents to such litigation, the Portfolio agrees to pay the portion of any reasonable legal fees associated with the action or the Portfolio will forfeit any claim to any assets the Adviser may recover on behalf of the Portfolio up to the amount of such legal fees owed by the Portfolio to the Adviser. If the Portfolio does not consent to such litigation, the Manager and the Portfolio agree to hold the Adviser harmless for excluding the Portfolio from such action and agree to indemnify the Adviser against any claims they may have against the Adviser from the Portfolio’s exclusion.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Adviser is directed to use only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, Trust and the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish give copies of such records to the Company Manager or the Trust within a reasonable time after receipt of a request from the Companyrequest. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of Section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its reasonable interpretations of Applicable Law including the Adviser’s internal conventions with respect to compliance with the diversification requirements of the Code, and the books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, 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 Adviser for each security or other investment/asset in the Portfolio with information providing for which market prices are not readily available.
i. The Adviser will notify the basis for reasonable Trust and good faith fair valuations for the Manager of any securities assignment of this Agreement or other financial instruments change of control of the Adviser, as applicable, and any changes in the Company for which the Adviser deems current market quotations key personnel who are either not readily available the portfolio manager(s) of the Portfolio or not reliablesenior management of the Adviser, in each case prior to or promptly after, such change. The Adviser will also provide fair valuation information in response agrees to the bear all reasonable inquiry expenses of the Company Trust, if any, arising out of any assignment by, or change in control of the Company’s delegateAdviser and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser.
i. j. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. k. The Adviser will not consult with any other subadviser adviser of the Trust concerning securities transactions of any portfolio of the Trust in securities, other financial instruments securities or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Company, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the Company’s Board of Directors as they may reasonably request concerning the investment activities of the Company, provided that the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the The Adviser shall provide assistance in determining the Portfolio with fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information providing or a price(s) from a party(ies) independent of the basis Adviser for reasonable and good faith fair valuations for any securities each security or other financial instruments investment/asset in the Company for which the Adviser deems current market quotations prices are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. (a) The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Companyeach Fund’s assets, subject to and in accordance with (i) the investment objective, objectives and policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this factFund. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment investment of each Fund’s assets and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action steps as may be necessary to implement the same. Such determination and services shall also include determining the manner in which voting rights, rights to consent to corporate action, any other rights pertaining to a Fund’s portfolio securities shall be exercised. The Adviser shall render such regular reports to the CompanyBoard concerning each Fund’s Board of Directors as they may reasonably request concerning investment activities.
(b) The Adviser shall, in the investment activities name of the CompanyTrust and on behalf of each Fund, provided that place orders for the Adviser shall not be responsible for Company accounting.
b. execution of the Fund’s portfolio transactions in accordance with the policies set forth in the Trust’s current registration statement under the 1940 Act and the 1933 Act. In connection with the placement of orders for the execution of the each Fund’s portfolio transactions of the Companytransactions, the Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulator, Securities and Exchange Commission (the Company or “SEC”) and the Trust and any person retained by the Company at all Trust upon reasonable times. The Adviser will furnish copies of such records notice to the Company within a reasonable time after receipt of a request from the CompanyAdviser. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1c) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services to the Trust and each Fund pursuant to this Agreement, but shall not be obligated to pay any Agreement except such expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted as are undertaken by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, Fund in Section 3 hereof.
(d) In providing the services and shall not be held responsible under this Agreement so long as it performs such services in accordance with assuming the terms of this Agreementobligations set forth herein, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the TrustAdviser may, the Company’s Board of Directors at its own expense, employ one or the Company’s administrator.
f. The Adviser makes no representation or warrantymore subadvisors, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed subject to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate approval of the Board or, if required, vote of Directors a majority of the Companyoutstanding shares of the Funds, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by manner required under the 1940 Act or any rules thereunderAct.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (RMB Investors Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. Provided the investment objectives of the Portfolio are adhered to, the Manager agrees that the Adviser may aggregate sales and purchase orders of securities, commodities and other investments held in the Portfolio with similar orders being made simultaneously for other accounts managed by the Adviser or with accounts of the affiliates of Adviser, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Portfolio taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses. The Manager acknowledges that the determination of such economic benefit to the Portfolio by the Adviser represents the Adviser’s evaluation that the Portfolio is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While In accordance with procedures and methods established by the parties hereby agree that Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Companyon a timely basis, the Adviser shall provide assistance in determining the Portfolio with information providing the basis for reasonable fair value of all securities and good faith fair valuations for any securities or other financial instruments investments/assets in the Company Portfolio, as necessary, and use reasonable efforts to arrange for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair provision of valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to price(s) from a vote of shareholders of securities held by the Company and purchased (or otherwise acquiredparty(ies) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients independent of the Adviser as to for each security or other investment/asset in the Portfolio for which market prices are not readily available. Notwithstanding the foregoing, the Manager acknowledges and agrees that Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) a pricing vendor for the issuance Portfolio and does not have responsibility for determining the price of a notice, ruling or other pronouncement by any security in the Internal Revenue Service that such income is not Qualifying Incomecalculating the Portfolio’s NAV.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a. a) The Adviser shall will manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the CompanyFund, subject to and in accordance with (i) the respective investment objective, objective and policies and restrictions of the Company set forth in the applicable provisions of Fund and any directions which the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents 's Board of Trustees may be amended issue from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment, reinvestment and management investment of the Company’s assetsassets of the Fund, including to effect the purchase and sale of portfolio securities and other financial instruments and shall to take such action steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render such regular reports to the Company’s Trust's Board of Directors as they may reasonably request Trustees concerning the Trust's and the Fund's investment activities activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the CompanyFund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, provided that the Adviser shall not as such registration statements may be responsible for Company accounting.
b. amended from time to time. In connection with the placement of orders for the execution of the portfolio transactions of the Companytransactions, the Adviser shall create cause to be created and maintain maintained all necessary brokerage records pertaining to for the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSecurities and Exchange Commission (the "SEC"), the Company Trust or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the CompanyTrust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a-2 31a -2 under the 1940 Act.
c. The c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (1but not later than 30 days) maintain procedures regarding the use of derivatives, and (2) provide after such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company reorganization or the Adviserchange.
d. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this AgreementAgreement except such expenses as are undertaken by the Trust. In addition, but the Adviser shall not be obligated to pay any expenses the salaries and fees, if any, of all Trustees, officers and employees of the CompanyTrust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser Fund's assets and the Company acknowledge that the Adviser is not the compliance agent for the Company, investment and does not have access reinvestment of such assets so as to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance comply with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf and with Subchapter M of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying IncomeCode of 1986, as amended.
Appears in 1 contract
Sources: Investment Advisory Agreement (Centurion Investment Trust)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. (a) The Adviser shall manage the investment and reinvestment of the portfolio assets of the Company, all without prior consultation with the Companyeach Fund’s assets, subject to and in accordance with (i) the investment objective, objectives and policies and restrictions of the Company set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this factFund. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment investment of each Fund’s assets and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action steps as may be necessary to implement the same. Such determination and services shall also include determining the manner in which voting rights, rights to consent to corporate action, any other rights pertaining to a Fund’s portfolio securities shall be exercised. The Adviser shall render such regular reports to the CompanyBoard concerning each Fund’s Board of Directors as they may reasonably request concerning investment activities.
(b) The Adviser shall, in the investment activities name of the CompanyCorporation and on behalf of each Fund, provided that place orders for the Adviser shall not be responsible for Company accounting.
b. execution of the Fund’s portfolio transactions in accordance with the policies set forth in the Corporation’s current registration statement under the 1940 Act and the 1933 Act. In connection with the placement of orders for the execution of the each Fund’s portfolio transactions of the Companytransactions, the Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Corporation and shall be available for inspection and use by the SEC or other applicable regulator, Securities and Exchange Commission (the Company or “SEC”) and the Corporation and any person retained by the Company at all Corporation upon reasonable times. The Adviser will furnish copies of such records notice to the Company within a reasonable time after receipt of a request from the CompanyAdviser. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1c) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services to the Corporation and each Fund pursuant to this Agreement, but shall not be obligated to pay any Agreement except such expenses of as are undertaken by the CompanyCorporation or the Fund in Section 3 hereof.
(d) In providing the services and assuming the obligations set forth herein, the TrustAdviser may, the Portfolio at its own expense, employ one or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Companymore subadvisers, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate approval of the Board or, if required, vote of Directors a majority of the Companyoutstanding shares of the Funds, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which manner required under the Adviser deems current market quotations are either not readily available or not reliable1940 Act. The Adviser will also provide fair valuation information in response continue to the reasonable inquiry of the Company or the Company’s delegatehave responsibility for all investment advisory services furnished pursuant to any agreement with a subadviser.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (IronBridge Funds, Inc.)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, objective and policies and restrictions of the Company Portfolio set forth in the applicable provisions of the Trust’s Registration Statement and the Charter Documents that have been provided to the AdviserDocuments, as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”), including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees and the Manager as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that the Adviser shall not be responsible for Company Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of clients as may be necessary or advisable in connection with any matters submitted to a vote of shareholders.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactions of the CompanyPortfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act or the applicable provisions of Cayman Islands’ lawAct. All records shall be the property of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, Trust and shall be available for inspection and use by the SEC or other applicable regulatorSEC, the Company Trust, the Manager or any person retained by the Company Trust at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the CompanyManager, the Trust, or the Portfolio or its investment adviserPortfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial investment instruments for the CompanyPortfolio; and (c) custodian fees and expenses.
e. The Adviser and the Company Manager acknowledge that the Adviser is not the compliance agent for the CompanyPortfolio or for the Manager, and does not have access to all of the CompanyPortfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company Manager and any policies adopted by the CompanyTrust’s Board of Directors Trustees applicable to the Company, subject to the terms of this Agreement relating thereto Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable lawlaw (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall perform such services based upon its books and records with respect to the Company Portfolio (as specified in Section 2.b2.c. hereof), which comprise a portion of the CompanyPortfolio’s books and records, and upon information and written instructions received from the Trust Trust, the Manager or the CompanyTrust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors Manager or the CompanyTrust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company Portfolio or that the Company Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Company Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Service that such income is not Qualifying Income.
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the following services and to assume the following obligations:
a. The Adviser shall manage the investment and reinvestment of the portfolio assets of the CompanyPortfolio, all without prior consultation with the CompanyManager, subject to and in accordance with (i) the investment objective, policies and restrictions of the Company Portfolio set forth in the applicable provisions of Trust’s Registration Statement, as it relates to the Portfolio (the “Registration Statement”) and the Trust’s Registration Statement Declaration of Trust and Bylaws (collectively, the “Charter Documents that have been provided to the AdviserDocuments”), as such Registration Statement and Charter Documents may be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause in compliance with the Adviser to breach any legal, tax or regulatory requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapter M and Section 817(h) of the AdviserInternal Revenue Code of 1986, as amended (iithe “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions instructions, including those relating to policies and guidelines which the CompanyManager or the Trust’s Board of Directors Trustees may issue from time-to-time time, and in accordance therewithwith all applicable provisions of law, provided Adviser has been given a reasonable amount including without limitation all applicable provisions of time to implement such instructions the 1940 Act and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this factrules and regulations thereunder. In pursuance of the foregoing, the Adviser shall make all determinations with respect to the investment, reinvestment and management of the Company’s assets, including the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Adviser shall render such reports to the CompanyTrust’s Board of Directors Trustees, the Manager and the Portfolio’s administrator as they may reasonably request concerning the investment activities of the CompanyPortfolio, provided that including without limitation all material as reasonably may be requested by the Adviser shall not be responsible for Company accounting.
b. In connection with the placement of orders for the execution Trustees of the portfolio transactions of the Company, the Adviser shall create and maintain all necessary records pertaining Trust pursuant to the purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a15(c) of the 1940 Act or Act, and agrees to review the applicable provisions of Cayman Islands’ law. All records shall be Portfolio and discuss the property management of the Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the SEC Portfolio with representatives or other applicable regulator, the Company or any person retained by the Company at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
c. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or the Adviser.
d. The Adviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the provisions agents of the Trust’s Registration Statement applicable to Board of Trustees, the Company Manager and the Charter Documents, written instructions of the Company and any policies adopted by the CompanyPortfolio’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.badministrator at their reasonable request. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the CompanyPortfolio’s shareholders, timely direct the CompanyPortfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the AdviserPortfolio.
m. To the extent consistent with applicable law and then current SEC positions and absent b. Absent instructions from the Company Manager to the contrarycontrary and to the extent provided in the Trust’s Registration Statement, purchase or sell as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the Company execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may be aggregated with contemporaneous purchase or sell orders of other clients select, including affiliates of the Adviser, provided such orders comply with Rule 17e-1 (or any successor or other relevant regulations) under the 1940 Act. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the CompanyPortfolio, the Adviser shall seek to obtain for the Company Portfolio the best execution available. In using its best efforts to obtain for the Company Portfolio the best execution available, the Adviser, bearing in mind the CompanyPortfolio’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors Trustees and the Manager may determine and applicable law, including any relevant SEC PositionsSection 28(e) of the Securities Exchange Act of 1934, the Adviser may cause the Company Portfolio to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company Portfolio and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. The Manager acknowledges that, to the extent the Adviser is directed to use only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers.
n. c. In connection with the placement of orders for the execution of the portfolio transactions of the Portfolio, the Adviser shall create and maintain all necessary records pertaining to the purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the SEC, the Trust, the Manager or any person retained by the Trust at all reasonable times. The Adviser shall not be in breach will furnish copies of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior such records to the earlier of (i) its Manager or the Trust within a reasonable time after receipt of a written instruction request from either the Company that Manager or the Trust. Where applicable, such income is not to records shall be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement maintained by the Internal Revenue Service that Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act.
d. In accordance with Rule 206(4)-7 under the Advisers Act, the Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and any rules thereunder by the Adviser and its supervised persons. Further, the Adviser reviews and shall continue to review, at least annually, its written policies and procedures and the effectiveness of their implementation and shall designate an individual (who is a supervised person) who is responsible for administering such income is not Qualifying Incomepolicies and procedures.
e. The Adviser shall:
i. Comply with the Trust’s written compliance policies and procedures pursuant to Rule 38a-1 under the 1940 Act, provided such policies and procedures have been furnished in writing to the Adviser;
ii. Promptly provide to the Manager copies of its annual compliance review report (or a summary of the process and findings) to the extent applicable to the Adviser’s management of the Portfolio;
Appears in 1 contract
Sources: Investment Advisory Agreement (Brighthouse Funds Trust I)