Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 7 contracts
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust), Interim Sub Advisory Contract (Painewebber Securities Trust), Interim Sub Advisory Contract (Painewebber Securities Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Portfolio or Segment. The Sub-Adviser understands that the Series' Portfolio's assets need to be managed so as to permit it the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Series' Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesPortfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentPortfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Portfolio and its other clients and that the total commissions paid by the Series Portfolio or Segment will be reasonable in relation to the benefits to the Series Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series Portfolio or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series Portfolio or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that which it maintains for the Series Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series Portfolio or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 6 contracts
Sources: Sub Advisory Agreement (Painewebber Pace Select Advisors Trust), Sub Advisory Agreement (Painewebber Pace Select Advisors Trust), Sub Advisory Agreement (Painewebber Pace Select Advisors Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("“Segment"”) of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders with broker-dealers, which may include broker-dealers affiliated with the Sub-Adviser, subject to compliance with Rule 17e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and other applicable legal requirements, for investments and for other related transactions for the Series or Segment. The Manager delegates to Sub-Adviser will be responsible for voting and Sub-Adviser shall have the responsibility and authority to vote proxies of solicited by, or with respect to, the issuers of securities held by in the Series or Segmentthe Sub-Adviser’s Segment of the Series. The Manager shall provide (or cause the Series’ custodian to provide) to Sub-Adviser understands all proxy solicitation materials that it receives and shall assist Sub-Adviser in its efforts to conduct the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")proxy voting process. The Sub-Adviser will provide services under this Contract in accordance with the Series' ’ investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("the “Registration Statement"”).
(b) The Sub-Adviser agrees that, in placing orders with brokersbroker-dealers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers broker-dealers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers broker-dealers in return for brokerage and research services a higher commission than may be charged by other brokersbroker-dealers, subject to the Sub-Adviser's ’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser and its affiliates to the Series and or its other clients over which they have investment discretion and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Manager, the Trust or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in over a manner believed to be period of time on a fair and equitable over time basis relative to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain maintain, in connection with the Sub-Adviser’s investment advisory obligations provided to the Series, all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust or Manager; provided, however, that Sub-Adviser may retain copies of any records to the extent required for it to comply with applicable law. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for the maintenance of the Trust’s records, except insofar as directly related to the services provided to the Series.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance The Sub-Adviser shall make its portfolio management, compliance and other personnel available to consult with procedures adopted the Board and Manager, including by facilitating their attendance as may reasonably be requested at Board meetings, and provide such reports as the Board, as amended Manager or the Board shall reasonably request from time to time. In addition, the Sub-Adviser is responsible for assisting in agrees to provide annual certifications to the fair valuation of all portfolio securities in Manager and the Series or Segment and will use Board regarding its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing servicecompliance program.
Appears in 5 contracts
Sources: Sub Advisory Contract (Rs Investment Trust), Sub Advisory Contract (RS Variable Products Trust), Sub Advisory Contract (RS Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 4 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion with respect to the international segment of the assets ("Segment") of the SeriesFund's investments, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or SegmentFund allocated by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the international segment of the Fund's investments. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or SegmentFund in the international segment of the Fund's investments. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for with respect to the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M international segment of the Internal Revenue Code, as amended ("Code")Fund's investments. The Sub-Adviser will provide services under this Contract in accordance with the Series' Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesFund, the Sub-Adviser may, in its discretion, use brokers that who provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segmenttransactions, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Fund and its other clients and that the total commissions paid by the Series or Segment Fund will be reasonable in relation to the benefits to the Series Fund over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or SegmentFund.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions actions by the Sub-Adviser on behalf of the Series or SegmentFund, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series Fund upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment international segment of the Fund's investments and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price price(s) from one or more parties a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 3 contracts
Sources: Sub Advisory Contract (Painewebber Managed Investments Trust), Sub Advisory Contract (Painewebber Investment Trust), Sub Advisory Contract (Painewebber Investment Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, direction and any written guidelines adopted by oversight of the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Adviser, the Sub-Adviser will shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for all or a designated portion of for, and manage the assets ("Segment") of investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, including investment research determine in its discretion the securities, cash and discretionary management with respect other financial instruments to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies within the provisions of issuers of securities held by this Agreement, all applicable laws, rules and regulations and the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue CodeTrust’s registration statement, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of relates to the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 Form N-1A under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is responsible for assisting in the fair valuation authorized, on behalf of all portfolio securities in each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or Segment any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and will use any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser for the Adviser’s review. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below); and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser may not retain a sub-sub-investment adviser; the Sub-Adviser may, however, utilize the personnel of its reasonable efforts foreign offices or affiliates to arrange assist it with providing its services under this Agreement, provided that the Sub-Adviser shall remain responsible for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing serviceservices under this Agreement.
Appears in 3 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”) and the Adviser acknowledges the Trust and the Series shall be bound by the terms of any such investment agreement. Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. Upon request, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' other assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance otherwise permissible with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement Rule 17a-10 under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser agrees thatwhich is a member of a national securities exchange to effect any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934, in placing orders with brokersas amended (the “1934 Act”), it will obtain the best net result in terms of price and execution; provided thatRule 11a2-2(T) thereunder, and on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 3 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not: (i) deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series; (ii) purchase any securities from an underwriting or selling group in which the Sub-Adviser may pay to those brokers or its affiliates is participating, except in return for brokerage each case as permitted by the 1940 Act and research services a higher commission than in accordance with such policies and procedures as may be charged adopted by other brokers, subject the Series from time to time and disclosed to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either ; or (iii) arrange for purchases and sales of the particular transaction or of the overall responsibility of the Sub-Adviser to securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain comply with all books and records required to be maintained pursuant other provisions of the Trust’s then-current Registration Statement, relative to the 1940 Act Series and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 3 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be reasonably agreed upon by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Adviser and the Sub-Adviser. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. Subject to any other written instructions of the Adviser, the Sub-Adviser is hereby appointed as the Series’ agent and attorney-in-fact for the limited purposes of executing on behalf of the Series account documentation and instruments, transaction term sheets and confirmations, certifications regarding the Series’ status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counterparties in connection with the Sub-Adviser’s management of the Series’ assets. However, nothing in this section shall be construed as imposing a duty on the Sub-Adviser to act in its capacity as agent and attorney-in-fact for the Series. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder applicable to the services provided by the Sub-Adviser pursuant to this Agreement, all other applicable federal and state laws and regulations, and any compliance policies or procedures of the Trust or the Adviser applicable to the services provided by the Sub-Adviser pursuant to this Agreement (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”), which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with applicable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets. The Sub-Adviser shall not be liable for any loss arising from any act or failure to act by the custodian.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to the Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion commodity trading advisor. The Adviser represents and warrants that it is excluded from the definition of the assets commodity pool operator pursuant to Commodity Futures Trading Commission ("Segment"“CFTC”) of Regulation 4.5 with respect to the Series, including investment research and discretionary management that the Adviser has timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to all securities and investments and cash equivalents in the Series or Segmentand will, during the term of this Agreement, maintain and reaffirm such notice of eligibility as required by CFTC Regulation 4.5. The Sub-Adviser acknowledges that the Series will determine rely on CFTC Regulation 4.5 and shall manage the Series in a manner consistent with the representations contained in the notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, the Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be entered into for the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from time consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to time what investments will be purchasedprohibit the Adviser and the Sub-Adviser from consulting with each other concerning transactions for the Series in securities or other assets.)
(b) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Trust or the Series and does not have access to all of the Series’ books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, retained or sold by the Sub-Adviser shall perform such services based upon its books and records with respect to the Series, which comprise a portion of the Series’ books and records, and upon written instructions and information received from the Series or Segmentthe Adviser. The Sub-Adviser will shall not be responsible for placing purchase providing fund administration services, such as fund accounting and sell orders for investments and for other related transactions for tax services, with respect to the Series Series.
(c) On behalf of the Series, the Adviser hereby authorizes any entity or Segment. The person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and disclosed to the Sub-Adviser, and will comply with all other provisions of the Trust’s then-current Registration Statement, relative to the Series and the Sub-Adviser simultaneously places orders and its directors, officers and employees.
(d) The Sub-Adviser shall not have the obligation or authority to purchase file documentation that enables the Series to participate in class action litigation or sell to file proofs of claim and other claims-related documents on the same security Series’ behalf in connection with class action and other litigation settlements, regulatory settlements and bankruptcy proceedings. The Sub-Adviser shall not have the obligation to commence or defend lawsuits or other legal actions on behalf of the Series brought by or against third parties, including lawsuits and one legal actions brought by or more other accounts advised against the Series relating to securities purchased by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or SegmentSeries.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 3 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 3 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 2 contracts
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust), Interim Sub Advisory Contract (Painewebber America Fund /Ny/)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be reasonably agreed upon by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Adviser and the Sub-Adviser. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. Subject to any other written instructions of the Adviser, the Sub-Adviser is hereby appointed as the Series' agent and attorney-in-fact for the limited purposes of executing on behalf of the Series account documentation and instruments, transaction term sheets and confirmations, certifications regarding the Series' status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counterparties in connection with the Sub-Adviser's management of the Series' assets. However, nothing in this section shall be construed as imposing a duty on the Sub-Adviser to act in its capacity as agent and attorney-in-fact for the Series. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder applicable to the services provided by the Sub-Adviser pursuant to this Agreement, all other applicable federal and state laws and regulations, and any compliance policies or procedures of the Trust or the Adviser applicable to the services provided by the Sub-Adviser pursuant to this Agreement (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”), which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with applicable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets. The Sub-Adviser shall not be liable for any loss arising from any act or failure to act by the custodian.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to the Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion commodity trading advisor. The Adviser represents and warrants that it is excluded from the definition of the assets commodity pool operator pursuant to Commodity Futures Trading Commission ("SegmentCFTC") of Regulation 4.5 with respect to the Series, including investment research and discretionary management that the Adviser has timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to all securities and investments and cash equivalents in the Series or Segmentand will, during the term of this Agreement, maintain and reaffirm such notice of eligibility as required by CFTC Regulation 4.5. The Sub-Adviser acknowledges that the Series will determine rely on CFTC Regulation 4.5 and shall manage the Series in a manner consistent with the representations contained in the notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, the Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be entered into for the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from time consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to time what investments will be purchasedprohibit the Adviser and the Sub-Adviser from consulting with each other concerning transactions for the Series in securities or other assets.)
(b) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Trust or the Series and does not have access to all of the Series' books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, retained or sold by the Sub-Adviser shall perform such services based upon its books and records with respect to the Series, which comprise a portion of the Series' books and records, and upon written instructions and information received from the Series or Segmentthe Adviser. The Sub-Adviser will shall not be responsible for placing purchase providing fund administration services, such as fund accounting and sell orders for investments and for other related transactions for tax services, with respect to the Series Series.
(c) On behalf of the Series, the Adviser hereby authorizes any entity or Segment. The person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and disclosed to the Sub-Adviser, and will comply with all other provisions of the Trust’s then-current Registration Statement, relative to the Series and the Sub-Adviser simultaneously places orders and its directors, officers and employees.
(d) The Sub-Adviser shall not have the obligation or authority to purchase file documentation that enables the Series to participate in class action litigation or sell to file proofs of claim and other claims-related documents on the same security Series' behalf in connection with class action and other litigation settlements, regulatory settlements and bankruptcy proceedings. The Sub-Adviser shall not have the obligation to commence or defend lawsuits or other legal actions on behalf of the Series brought by or against third parties, including lawsuits and one legal actions brought by or more other accounts advised against the Series relating to securities purchased by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or SegmentSeries.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any written guidelines adopted by applicable compliance policies or procedures of the Board Trust or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will provide a continuous investment program for all or a designated portion of comply with the assets following policies and procedures:
("Segment"i) of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to time what investments will be purchasedfail to comply with the diversification requirements of Section 817(h) of the Code, retained or sold and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Series or Segment. The Adviser, the Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for exercise voting rights with respect to securities held on behalf of the Series or Segment. The in accordance with written policies and procedures adopted by the Sub-Adviser will pursuant to Rule 38a-1 under the 1940 Act, which may be responsible for voting proxies amended from time to time, and which at all times shall comply with the requirements of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M applicable federal statutes and regulations and any related guidance of the Internal Revenue CodeSecurities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, as amended ("Code"“Proxy Voting Policies and Procedures”). The Sub-Adviser will shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide services under this Contract disclosure regarding the Proxy Voting Policies and Procedures in accordance with the Series' investment objective, policies and restrictions as stated requirements of Form N-1A for inclusion in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement". The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(biii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser agrees thatand its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser acknowledges that the each Series will rely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, the Sub-Adviser will not consult concerning transactions (in placing orders securities or other assets) entered into or proposed to be entered into for the Series with brokersany other sub-adviser to (i) the Series, it will obtain (ii) any other Series of the best net result Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in terms this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of price the other sub-advisers concerning compliance with paragraphs (a) and execution; provided that(b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and the Sub-Adviser from consulting with each other concerning transactions for the Series in securities or other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 11a2-2(T) thereunder, and on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser, when fulfilling its duties under this Agreement, will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any written guidelines adopted by applicable compliance policies or procedures of the Board Trust or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will provide a continuous investment program for all or a designated portion of comply with the assets following policies and procedures:
("Segment"i) of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to time what investments will be purchasedfail to comply with the diversification requirements of Section 817(h) of the Code, retained or sold and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Series or Segment. The Adviser, the Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for exercise voting rights with respect to securities held on behalf of the Series or Segment. The in accordance with written policies and procedures adopted by the Sub-Adviser will pursuant to Rule 38a-1 under the 1940 Act, which may be responsible for voting proxies amended from time to time, and which at all times shall comply with the requirements of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M applicable federal statutes and regulations and any related published guidance of the Internal Revenue CodeSecurities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, as amended ("Code"“Proxy Voting Policies and Procedures”). The Sub-Adviser will shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide services under this Contract disclosure regarding the Proxy Voting Policies and Procedures in accordance with the Series' investment objective, policies and restrictions as stated requirements of Form N-1A for inclusion in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement". The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(biii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the reasonably prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser agrees thatand its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, any commodity trading advice that the Sub-Adviser provides to a Series will be provided as if the Sub-Adviser were exempt from registration as a commodity trading advisor. The Sub-Adviser acknowledges that the each Series will rely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in placing orders a manner consistent with brokersthe representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, it the Sub-Adviser will obtain not consult concerning transactions (in securities or other assets) entered into or proposed to be entered into for the best net result Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in terms this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of price the other sub-advisers concerning compliance with paragraphs (a) and execution; provided that(b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and the Sub-Adviser from consulting with each other concerning transactions for the Series in securities or other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 11a2-2(T) thereunder, and on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted under the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, members, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Portfolio or Segment. The Sub-Adviser understands that the Series' Portfolio's assets need to be managed so as to permit it the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Series' Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesPortfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentPortfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Portfolio and its other clients and that the total commissions paid by the Series Portfolio or Segment will be reasonable in relation to the benefits to the Series Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series Portfolio or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series Portfolio or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that which it maintains for the Series Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series Portfolio or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Painewebber Pace Select Advisors Trust), Sub Advisory Agreement (Painewebber Pace Select Advisors Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all laws, rules and regulations applicable to the Sub-Adviser’s services to the Series and the investment objective, policies, restrictions and guidelines applicable to the Series, as provided in the Trust’s registration statement on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”). The investment objective, policies, restrictions and guidelines applicable to the Series, as provided in the Registration Statement, are referred to in this Agreement as the “Investment Guidelines”. The Adviser agrees to furnish to the Sub-Adviser copies of the Registration Statement, and all amendments of and supplements to the Registration Statement, and the Adviser agrees the Sub-Adviser shall not be responsible for complying with such documents until they have been provided to the Sub-Adviser. To the extent permitted by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will perform its services under this agreement in accordance with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time (provided the Sub-Adviser has received written guidelines notice of such revision or amendment). In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series in a manner designed to meet the asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series in a manner designed to avoid any action or omission on the part of the Sub-Adviser that would cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written policies and procedures adopted by the Board Sub-Adviser, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure to the Adviser regarding the Proxy Voting Policies and Procedures to assist with compliance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser upon request a record of all proxies voted for use in connection with the preparation and filing of the Series’ Form N-PX. The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by acknowledges that the Series or Segment. The Sub-Adviser will be responsible for placing purchase rely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and sell orders for investments and for other related transactions for the shall manage each Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as in a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance manner consistent with the Series' investment objective, policies and restrictions as stated representations contained in its notice of eligibility on file with the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement")National Futures Association.
(bvi) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar In furnishing services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇hereunder, the Sub-Adviser will provide not consult concerning transactions (in securities or other assets) entered into or proposed to be entered into for the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Series with economic and investment analyses and reports as well as quarterly reports setting forth any other sub-adviser to (i) the performance Series, (ii) any other Series of the Series Trust or Segment and make available (iii) any other investment company holding itself out to investors as a related company to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and Trust for purposes of investment services that or investor services. (Nothing in this Section 4(a)(vi) shall be deemed to prohibit the Sub-Adviser normally makes available from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to its institutional or other customers.
(e) In accordance with procedures adopted by prohibit the Board, as amended from time to time, Adviser and the Sub-Adviser is responsible from consulting with each other concerning transactions for assisting in the fair valuation of all portfolio securities in the Series in securities or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing serviceother assets.)
Appears in 2 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate, finalize, and execute on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser for the Adviser’s review. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be specified in the Investment Guidelines, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Sub-Adviser. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder (other than inadvertent failures that are remedied in compliance with Treasury Regulations section 1.817-5).
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Guardian Variable Products Trust), Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to (i) qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")) and (ii) continue to comply with the diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and or its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Contract (Mitchell Hutchins Series Trust/Ma/)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Sub- Adviser will provide services under this Contract in accordance with the Series' Series investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesSeries or Segment, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's Sub- Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series or Segment and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over or Segment ver the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series or Segment and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed by the Sub- Adviser to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes generally available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Investment Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders with broker-dealers, which may include broker-dealers affiliated with Sub-Adviser, subject to compliance with Rule 17e-1 under the 1940 Act for investments and for other related transactions for the Series or Segment. The Manager delegates to Sub-Adviser will be responsible for voting and Sub-Adviser shall have the responsibility and authority to vote proxies of solicited by, or with respect to, the issuers of securities held by in the Series or Segmentthe Sub-Adviser's Segment of the Series. The Manager shall provide (or cause the Series' custodian to provide) to Sub-Adviser understands that all proxy solicitation materials and shall assist Sub-Adviser in its efforts to conduct the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")proxy voting process. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (the "Registration Statement"). Manager agrees that Sub-Adviser shall not be charged with knowledge of any of the foregoing until such information is received (in written form) by Sub-Adviser.
(b) The Sub-Adviser agrees that, in placing orders with brokersbroker-dealers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers broker-dealers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers broker-dealers in return for brokerage and research services a higher commission than may be charged by other brokersbroker-dealers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser and its affiliates to the Series and or its other clients over which they have investment discretion and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Manager, the Trust or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in over a manner believed to be period of time on a fair and equitable over time basis relative to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain maintain, in connection with the Sub-Adviser's investment advisory obligations provided to the Series, all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust or Manager; provided, however, that Sub-Adviser may retain copies of any records to the extent required for it to comply with applicable law. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for the maintenance of the Trust's records, except insofar as directly related to the services provided to the Series.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by The Sub-Adviser will not make loans to any person to purchase or carry shares in the Board, as amended from time Trust or make loans to timethe Trust.
(f) During the term of this Contract, the Sub-Adviser is responsible for assisting will bear all expenses incurred by it in connection with the fair valuation performance of all portfolio its services under this Contract, other than: the cost of securities in the Series or Segment and will use its reasonable efforts to arrange (including brokerage commissions, if any) purchased for the provision of a price from one or more parties independent of Series. Notwithstanding the foregoing, the Sub-Adviser shall not bear expenses related to the operation of the Trust or any Series including, but not limited to, taxes, interest, brokerage fees and commissions and any extraordinary expense items.
(g) By SWIFT messaging, the Sub-Adviser will communicate to the Manager and to the Trust's custodian and fund accountants as instructed by Manager on each day that a purchase or sale of a security is effected for the Series (i) the name of the issuer, (ii) the amount of the purchase or sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale was effected, (iv) the CUSIP number of the security, if any, and (v) such other information as the Manager may reasonably require for purposes of fulfilling its obligations to the Trust under the Advisory Contract.
(h) The Sub-Adviser will promptly review all (i) reports of security holdings in the Series, (ii) summary reports of transactions and pending maturities (including the principal, cost and accrued interest on each portfolio security in maturity date order) and (iii) current cash position reports (including cash available from portfolio sales and maturities and sales of the Series' shares less cash needed for which redemptions and settlement of portfolio purchases), all within a reasonable time after receipt thereof from the Trust (or the Series' custodian) and will report any material errors or discrepancies in such reports to the Series' custodian does within three (3) business days after discovery of such discrepancies. Manager agrees that Sub-Adviser shall not obtain prices be charged with knowledge of any of the foregoing until such information is received (in the ordinary course of business from an automated pricing servicewritten form) by Sub-Adviser.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Mitchell Hutchins, and any written guidelines adopted by the Boar▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇chins, the Sub-Adviser will provide a continuous inve▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for r all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Series' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series or and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitchell Hutchins or the Sub-Adviser, or any affiliated person thereofth▇▇▇▇▇, except in ▇▇▇▇▇▇ ▇▇ accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mitchell Hutchins recognizes that in some cases this procedure ma▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect t the results obtained for the Series or Segment. The Sub-Adviser is authorized on behalf of the Series and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mitchell Hutchins with such periodic and special reports as the B▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Hutchins reasonably may request. In compliance with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule ule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Mitchell Hutchins, the Sub-Adviser will provide the Board and ▇▇▇Mit▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with ▇▇th economic and investment analyses and reports as well as quarterly repor▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇rterly reports setting forth the performance of the Series or Segment and make available to the Board and Mitchell Hutchins any economic, statistical and investment servic▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ any economic, statistical and investment services that the Sub-Adviser dviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. Subject to the Sub-Adviser's obligations to seek best execution, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Series and the Trust with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), an affiliate of the Sub-Adviser, or any other broker-dealer deemed to be an affiliate of the Sub-Adviser (together with SCB LLC, the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Series or the Trust. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ further authorizes the Sub-Adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Series and the Trust. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Series or the Trust and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Series or the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Series and the Trust and its clients generally. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Series and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to Rule 31a-1(b)(ii)(3), (5), (6), (7), (9) and (10) under the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Olympus Fund/Ny)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all Applicable Law (as defined below) and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement (or the relevant portion of any Trading Agreement, redacted as necessary to remove information pertaining to other clients of the Sub-Adviser) to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser other than as provided in this Agreement; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. For purposes of this Agreement, “Applicable Law” means all applicable laws, rules and regulations and shall include any applicable exemptive relief and any applicable guidance or interpretations of a regulatory body with due jurisdiction or its staff. Notwithstanding anything in this provision or this Agreement to the contrary, the Adviser acknowledges and agrees that the Sub-Adviser may perform any or all the services contemplated by this Agreement directly or through its affiliates as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement. The Sub-Adviser is authorized and has engaged its affiliate, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Investment Management North America Limited (the “Sub-Advisory Affiliate”), to perform investment advisory services for the Series. The Sub-Adviser acknowledges and agrees that to the extent it performs any written guidelines adopted services contemplated by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇this Agreement through its affiliates, the Sub-Adviser will provide oversee the services provided by such affiliates and their employees and any such use of an affiliate will not relieve the Sub-Adviser of any of its obligations under this Agreement. It is acknowledged that the Sub-Adviser may not retain the services of any entity that would be an “investment adviser,” as that term is defined in the 1940 Act, to the Series unless any agreement with such entity, including the Sub-Advisory Affiliate, has been approved by the vote of a continuous investment program for all or a designated portion majority of the assets Trustees who are not parties to the agreement or interested persons, as defined in the 1940 Act, of the Trust ("Segment"“Interested Persons”) and, to the extent required by Applicable Law, the vote of a majority of the outstanding voting securities of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.follows:
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders with broker-dealers, which may include broker-dealers affiliated with Sub-Adviser, subject to compliance with Rule 17e-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and other applicable legal requirements, for investments and for other related transactions for the Series or Segment. The Manager delegates to Sub-Adviser will be responsible for voting and Sub-Adviser shall have the responsibility and authority to vote proxies of solicited by, or with respect to, the issuers of securities held by in the Series or Segmentthe Sub-Adviser's Segment of the Series. The Manager shall provide (or cause the Series' custodian to provide) to Sub-Adviser understands all proxy solicitation materials that it receives and shall assist Sub-Adviser in its efforts to conduct the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")proxy voting process. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (the "Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokersbroker-dealers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the each Series, the Sub-Adviser may, in its discretion, use brokers broker-dealers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers broker-dealers in return for brokerage and research services a higher commission than may be charged by other brokersbroker-dealers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser and its affiliates to the Series and or its other clients over which they have investment discretion and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Manager, the Trust or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in over a manner believed to be period of time on a fair and equitable over time basis relative to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain maintain, in connection with the Sub-Adviser's investment advisory obligations provided to the Series, all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the each Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust or Manager; provided, however, that Sub-Adviser may retain copies of any records to the extent required for it to comply with applicable law. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for the maintenance of the Trust's records, except insofar as directly related to the services provided to the Series.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance The Sub-Adviser shall make its portfolio management, compliance and other personnel available to consult with procedures adopted the Board and Manager, including by facilitating their attendance as may reasonably be requested at Board meetings, and provide such reports as the Board, as amended Manager or the Board shall reasonably request from time to time. In addition, the Sub-Adviser is responsible for assisting in agrees to provide annual certifications to the fair valuation of all portfolio securities in Manager and the Series or Segment and will use Board regarding its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing servicecompliance program.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and review direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate, finalize, and execute on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser for the Adviser’s review. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as may be specified in the Investment Guidelines, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Sub-Adviser. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder (other than inadvertent failures that are remedied in compliance with Section 817(h) of the Code).
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Sub- Adviser understands that the Series' Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Sub- Adviser will provide services under this Contract in accordance with the Series' Series investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Securities Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser and Adviser’s execution of a confidentiality agreement, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below, provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following:
(i) The Sub-Adviser will manage each Series so that it meets (i) the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “”Advisers Act”), which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in the Series’ notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other applicable provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not: (i) deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series; (ii) purchase any securities from an underwriting or selling group in which the Sub-Adviser may pay to those brokers or its affiliates is participating, except in return for brokerage each case as permitted by the 1940 Act and research services a higher commission than in accordance with such policies and procedures as may be charged adopted by other brokers, subject the Series from time to time and disclosed to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either ; or (iii) arrange for purchases and sales of the particular transaction or of the overall responsibility of the Sub-Adviser to securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain comply with all books and records required to be maintained pursuant other provisions of the Trust’s then-current Registration Statement, relative to the 1940 Act Series and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Sub- Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment Seriesinvestment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Sub- Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Sub- Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Sub- Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Sub- Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Mitchell Hutchins, and any written guidelines adopted by the Bo▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇utchins, the Sub-Adviser will provide a continuous in▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitchell Hutchins or the Sub-Adviser, or any affiliated person thereof▇▇▇▇▇▇▇, except in ▇▇▇▇▇▇ ▇n accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mitchell Hutchins recognizes that in some cases this procedure ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect ect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mitchell Hutchins with such periodic and special reports as the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇l Hutchins reasonably may request. In compliance with th▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Mitchell Hutchins, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly rep▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇uarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇Mitchell Hutchins any economic, statistical and investment serv▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser -Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser and Adviser’s execution of a confidentiality agreement, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below, provided that the Sub-Adviser may not retain a sub-sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following:
(i) The Sub-Adviser will manage each Series so that it meets (i) the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”), which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in the Series’ notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other applicable provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Sub- Adviser understands that the Series' Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Sub- Adviser will provide services under this Contract in accordance with the Series' Series investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Sub Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; execution provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Securities Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Portfolio or Segment. The Sub-Adviser understands that the Series' Portfolio's assets need to be managed so as to permit it the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Series' Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesPortfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentPortfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Portfolio and its other clients and that the total commissions paid by the Series Portfolio or Segment will be reasonable in relation to the benefits to the Series Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Adviser's obligations to seek best execution, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Series and the Trust with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), an affiliate of the Sub-Adviser, or any other broker-dealer deemed to be an affiliate of the Sub-Adviser (together with SCB LLC, the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Series or Segmentthe Trust. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ further authorizes the Sub-Adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Series and the Trust. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Series or the Trust and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Series or the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Series and the Trust and its clients generally. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Series and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to Rule 31a-1(b)(ii)(3), (5), (6), (7), (9) and (10) under the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series Portfolio or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that which it maintains for the Series Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series Portfolio or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Painewebber Pace Select Advisors Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and furnished to the Sub- Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Sub- Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and or its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Sub- Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Sub- Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Sub- Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Series' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. The Sub-Adviser is authorized on behalf of the Series and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Securities Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentmanagement. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or SegmentSeries. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segmenttransactions. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or SegmentSeries. The Sub-Adviser understands that will manage the Series' assets need to be managed so as to permit it the Series (i) to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")) and (ii) to comply or continue to comply with the diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder. The Sub-Sub- Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement")Prospectus.
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that who provide the Sub-Adviser Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentSeries, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or SegmentSeries.
(c) The Sub-Adviser will maintain all books and records required to be maintained by the Sub-Adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or SegmentSeries, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 31 a-3 under the 1940 Act, the Sub-Sub- Adviser hereby agrees that all records that which it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act any records that which it maintains for the Trust and that which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Trust upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent customers of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing serviceAdviser.
Appears in 1 contract
Sources: Sub Investment Advisory Contract (Painewebber Series Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the TrustFund's Board of Trustees Directors (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders with brokers-dealers, which may include brokers-dealers affiliated with Sub-Adviser, subject to compliance with Rule 17e-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and other applicable legal requirements, for investments and for other related transactions for the Series or Segment. The Manager delegates to Sub-Adviser will be responsible for voting and Sub-Adviser shall have the responsibility and authority to vote proxies of solicited by, or with respect to, the issuers of securities held by in the Series or Segmentthe Sub-Adviser's Segment of the Series. The Manager shall provide (or cause the Series' custodian to provide) to Sub-Adviser understands all proxy solicitation materials that it receives and shall assist Sub-Adviser in its efforts to conduct the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")proxy voting process. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the TrustFund's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto (the "Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers-dealers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the each Series, the Sub-Adviser may, in its discretion, use brokers brokers-dealers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers brokers-dealers in return for brokerage and research services a higher commission than may be charged by other brokers-dealers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser and its affiliates to the Series and or its other clients over which they have investment discretion and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Manager, the Fund or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in over a manner believed to be period of time on a fair and equitable over time basis relative to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain maintain, in connection with the Sub-Adviser's investment advisory obligations provided to the Series, all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the each Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust Fund any records or copies thereof that it maintains for the Series upon request by the TrustFund or Manager; provided, however, that Sub-Adviser may retain copies of any records to the extent required for it to comply with applicable law. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for the maintenance of the Fund's records, except insofar as directly related to the services provided to the Series.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Manager, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance The Sub-Adviser shall make its portfolio management, compliance and other personnel available to consult with procedures adopted the Board and Manager, including by facilitating their attendance as may reasonably be requested at Board meetings, and provide such reports as the Board, as amended Manager or the Board shall reasonably request from time to time. In addition, the Sub-Adviser is responsible for assisting in agrees to provide annual certifications to the fair valuation of all portfolio securities in Manager and the Series or Segment and will use Board regarding its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing servicecompliance program.
Appears in 1 contract
Sources: Sub Advisory Contract (Guardian Variable Contract Funds Inc)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and or its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Investment Management and Administration Contract (Brinson Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Portfolio or Segment. The Sub-Adviser understands that the Series' Portfolio's assets need to be managed so as to permit it the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Series' Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesPortfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentPortfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Portfolio and its other clients and that the total commissions paid by the Series Portfolio or Segment will be reasonable in relation to the benefits to the Series Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-adviser's obligations to seek best execution, UBS Global AM agrees that the Sub-adviser, in its sole discretion, may place transactions on behalf of the Portfolio and the Trust with any broker-dealer deemed to be an affiliate of the Sub-adviser (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global AM, the Series or Segmentthe Trust. UBS Global AM further authorizes the Sub-adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Portfolio and the Trust. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Portfolio or the Trust and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Portfolio or the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Portfolio and the Trust and its clients generally. UBS Global AM, the Portfolio and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to Rule 31a-1(b)(2)(ii), (3), (5), (6), (7), (9) and (10) under the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series Portfolio or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that which it maintains for the Series Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series Portfolio or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Ubs Pace Select Advisors Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CCM, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CCM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Serieseach Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series each Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series each Fund or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series each Fund or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series each Fund or Segment. The Sub-Adviser understands that the Series' each Fund's assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' each Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Serieseach Fund, the Sub-Adviser may, in its discretiondiscretion and in compliance with Section 28(e) of the Securities and Exchange Act of 1934, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series each Fund or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series each Fund and its other clients and that the total commissions paid by the Series each Fund or Segment will be reasonable in relation to the benefits to the Series each Fund over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CCM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series each Fund or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series a Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed that the Sub-Adviser believes to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series each Fund or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CCM with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CCM reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series a Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series a Fund upon request by the Trust; provided, however, that Sub-Adviser may retain copies of such records.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇CCM, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CCM with economic and investment analyses and reports as well as quarterly reports setting forth the performance of a Fund or Segment, including an affirmative statement with respect to compliance, employees gained or lost, accounts gained or lost and any litigation or change of structure during the Series or Segment quarter, and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CCM any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional customers; provided, however, that Sub-Adviser shall not be responsible for portfolio accounting or other customersgenerating reports derived from portfolio accounting information.
(e) In The Sub-Adviser shall not be responsible for pricing portfolio securities. The Fund's Administrator or Sub-Administrator shall price portfolio securities. However, in accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will shall use its reasonable efforts to arrange assist in determining a fair value or valuation methodology for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security securities for which the custodian does market quotations are not obtain prices in the ordinary course of business from an automated pricing servicereadily available.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Mitchell Hutchins, and any written guidelines adopted by the Boa▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇tchins and furnished to the Sub-Adviser, the Sub-Advi▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide ▇ a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and or its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitchell Hutchins or the Sub-Adviser, or any affiliated person thereoft▇▇▇▇▇▇, except in ▇▇▇▇▇▇ ▇▇ accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mitchell Hutchins recognizes that in some cases this procedure m▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect ct the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mitchell Hutchins with such periodic and special reports as the ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Hutchins reasonably may request. In compliance with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Mitchell Hutchins, the Sub-Adviser will provide the Board and ▇▇Mi▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with ▇ith economic and investment analyses and reports as well as quarterly repo▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇arterly reports setting forth the performance of the Series or Segment and make available to the Board and Mitchell Hutchins any economic, statistical and investment servi▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser -Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Mitchell Hutchins, and any written guidelines adopted by the Bo▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇utchins, the Sub-Adviser will provide a continuous in▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesSeries or Segment, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series or Segment and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over or Segment ver the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mitchell Hutchins or the Sub-Adviser, or any affiliated person thereof▇▇▇▇▇▇▇, except in ▇▇▇▇▇▇ ▇n accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series or Segment and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed by the Sub-Adviser to be equitable over time to each account. Mitchell Hutchins recognizes that in some cases this procedure ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect ect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mitchell Hutchins with such periodic and special reports as the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇l Hutchins reasonably may request. In compliance with th▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Mitchell Hutchins, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly rep▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇uarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇Mitchell Hutchins any economic, statistical and investment serv▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser -Adviser normally makes generally available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Investment Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Sub Adviser understands that the Series' Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Sub Adviser will provide services under this Contract in accordance with the Series' Series investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Investment Series)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted dopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and or its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Sub- Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Sub- Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Sub- Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Series' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Sub- Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series or and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Sub- Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. The Sub-Adviser is authorized on behalf of the Series and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Sub- Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Sub- Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Sub- Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; and (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub-sub-investment adviser. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time, upon notification to the Sub-Adviser. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders Trust’s then-current Registration Statement, relative to the Series and the Sub-Adviser and its directors, officers and employees. In order to comply with the above, the Adviser will be allocated as periodically provide to price Sub-Adviser a list of the affiliates of Adviser or the Series to which investment restrictions apply, and amount among will specifically identify in writing (i) all publicly traded companies that issue securities in which the Series may not invest, together with ticker symbols for all such accounts in a manner believed companies, and (ii) any affiliated brokers and any restrictions that apply to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segmentuse of those brokers by Sub-Adviser.
(c) The Sub-Adviser will maintain shall continue to have responsibility for all books and records required other services to be maintained provided to the Series pursuant to the 1940 Act Investment Advisory Agreement and the rules shall oversee and regulations promulgated thereunder with respect to transactions by the review Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the Adviser’s performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customersduties under this Agreement.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject Pursuant to this Agreement and subject to the supervision and direction of the Trust's ’s Board of Trustees ("the “Board"”) and direction and oversight of the Adviser, the Sub-Adviser shall, with respect to the Series, provide the Series with investment research, advice and furnish a continuous investment program for, and manage the investment and reinvestment of, the Series. In this regard, the Sub-Adviser shall, with respect to the Series, determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Series within the provisions of this Agreement, all applicable laws, rules and regulations and the Trust’s registration statement, as it relates to the Series, on Form N-1A under the 1940 Act as amended from time to time, or any successor form thereto (the “Registration Statement”), including but not limited to, the parameters of the investment objective, policies, restrictions and guidelines applicable to the Series as provided in the Registration Statement (the “Investment Guidelines”). To the extent permitted by the Investment Guidelines, the Sub-Adviser is authorized, on behalf of each Series, to negotiate and finalize on behalf of the Series the terms of any account opening documents, prime brokerage, futures and other related agreements, any ISDA master agreement, master repurchase agreement, master securities lending agreement, master securities forward transaction agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto, any related clearing agreements or control agreements and any other agreement related to the foregoing (collectively, “Trading Agreements”). Upon the reasonable request of the Adviser, the Sub-Adviser shall provide a copy of any Trading Agreement to the Adviser prior to implementing it on behalf of a Series for the Adviser’s review and consent. The Sub-Adviser agrees to comply with any requirements with regard to terms and conditions of, or counterparties to, Trading Agreements, as the Adviser may specify from time to time, including requirements regarding the credit ratings or other characteristics of proposed counterparties. The Sub-Adviser is also authorized, on behalf of a Series, to (i) issue to brokers, banks and other entities instructions to purchase, sell, exchange, convert, trade, borrow, pledge and otherwise generally deal in and with any security instrument or other asset for the account of the Series; (ii) hire at the Sub-Adviser’s own expense, consultants, advisers, accountants, attorneys or any other person or firm performing similar functions, to assist the Sub-Adviser in providing services to the Series on any and all matters deemed appropriate by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇the Sub-Adviser, subject to the Trust/Adviser Procedures (as defined below), provided that the Sub-Adviser may not retain a sub- sub-investment adviser; and (iii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, in accordance with Trust procedures. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, and any applicable compliance policies or procedures of the Trust or the Adviser (“Trust/Adviser Procedures”), of which the Sub-Adviser has been sent a copy or will be sent a copy prior to providing any services to the applicable Series under this Agreement, as such Trust/Adviser Procedures may be revised or amended from time to time. In carrying out its duties under this Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) Unless otherwise instructed in writing by the Adviser, the Sub-Adviser will exercise voting rights with respect to securities held on behalf of the Series in accordance with written guidelines policies and procedures adopted by the Board Sub-Adviser pursuant to Rule 38a-1 under the 1940 Act, which may be amended from time to time, and which at all times shall comply with the requirements of applicable federal statutes and regulations and any related guidance of the Securities and Exchange Commission (“SEC”) relating to such statutes and regulations (collectively, “Proxy Voting Policies and Procedures”). The Sub-Adviser shall vote proxies on behalf of a Series in a manner deemed by the Sub-Adviser to be in the best interests of the Series pursuant to the Sub-Adviser’s written Proxy Voting Policies and Procedures. The Sub-Adviser shall provide disclosure regarding the Proxy Voting Policies and Procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement. The Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Sub-Adviser shall certify at least annually or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇more often as may reasonably be requested by the Adviser or the Board, as to its compliance with its own Proxy Voting Policies and Procedures and applicable federal statutes and regulations.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Series’ custodian and portfolio accounting agent.
(iv) The Sub-Adviser and its affiliates shall at no time have custody or physical control of any assets or cash of the Series. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to each Series as if the Sub-Adviser were exempt from registration as a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segmentcommodity trading advisor. The Sub-Adviser acknowledges that the each Series will determine from time to time what investments will be purchasedrely on Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and shall manage each Series in a manner consistent with the representations contained in its notice of eligibility on file with the National Futures Association.
(vi) In furnishing services hereunder, retained or sold by the Series or Segment. The Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be responsible entered into for placing purchase the Series with any other sub-adviser to (i) the Series, (ii) any other Series of the Trust or (iii) any other investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this Section 2(a)(vi) shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and sell orders for investments (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and for the Sub-Adviser from consulting with each other related concerning transactions for the Series in securities or Segment. The other assets.)
(b) On behalf of the Series, the Adviser hereby authorizes any entity or person associated with the Sub-Adviser will be responsible which is a member of a national securities exchange to effect any transaction on the exchange for voting proxies the account of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M which is permitted by Section 11(a) of the Internal Revenue CodeSecurities Exchange Act of 1934, as amended ("Code"the “1934 Act”). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(bRule 11a2-2(T) The Sub-Adviser agrees thatthereunder, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-Adviser may2(T)(a)(2)(iv). Notwithstanding the foregoing, in its discretion, use brokers that provide the Sub-Adviser agrees that it will not deal with researchitself, analysis, advice and similar services to execute portfolio transactions on behalf or with members of the Series Board or Segmentany principal underwriter of the Series, and as principals or agents in making purchases or sales of securities or other property for the account of the Series, nor will the Sub-Adviser may pay to those brokers purchase any securities from an underwriting or selling group in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of which the Sub-Adviser to or its affiliates is participating, or arrange for purchases and sales of securities between the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts another account advised by the Sub-Adviser or its affiliates. Whenever , except in each case as permitted by the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of 1940 Act and in accordance with such policies and procedures as may be adopted by the Series from time to time and one or more other accounts advised by disclosed to the Sub-Adviser, and will comply with all other provisions of the orders will be allocated as Trust’s then-current Registration Statement, relative to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segmentand its directors, officers and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trustemployees.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Guardian Variable Products Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the TrustFund's Board of Trustees Directors ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or or, if subsequently so specified by M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a designated portion of the assets ("Segment") of the Seriesassets of the Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Fund or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Fund or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Fund or Segment. The Sub-Adviser understands that the Series' Fund's assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' Fund's investment objectiveobjectives, policies and restrictions as stated in the TrustFund's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesFund, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series Fund or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Fund and its other clients and that the total commissions paid by the Series Fund or Segment will be reasonable in relation to the benefits to the Series Fund over the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Fund or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series Fund or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series Fund or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series Fund are the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust Fund any records that it maintains for the Series Fund upon request by the TrustFund.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series Fund or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series Fund or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Contract (Managed High Yield Plus Fund Inc)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Sub- Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Sub- Adviser understands that the Series' assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Sub- Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Sub- Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Sub- Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Sub- Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the TrustFund's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' assets need to be managed so as to permit it to (i) qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code")) and (ii) continue to comply with the diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder. The Sub-Adviser will provide services under this Contract in accordance with the Series' investment objective, policies and restrictions as stated in the TrustFund's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. Subject to the Sub-Adviser's obligations to seek best execution, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Series and the Fund with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), an affiliate of the Sub-Adviser, or any other broker-dealer deemed to be an affiliate of the Sub-Adviser (together with SCB LLC, the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement ("Form ADV") on file with the Securities and Exchange Commission ("SEC")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Series or the Fund. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ further authorizes the Sub-Adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Series and the Fund. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Series or the Fund and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Series or the Fund at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Series and the Fund and its clients generally. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Series and the Fund should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to Rule 31a-1(b)(ii)(3), (5), (6), (7), (9) and (10) under the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust Fund any records that it maintains for the Series upon request by the TrustFund.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Contract (Mitchell Hutchins Series Trust/Ma/)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Portfolio or Segment. The Sub-Adviser understands that the Series' Portfolio's assets need to be managed so as to permit it the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Series' Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokersbrokers selected at the discretion of the Sub-Adviser, it will obtain seek the best net result in terms of price and execution; provided that, on behalf of the SeriesPortfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentPortfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Portfolio and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits value of research and brokerage services provided by the brokers to the Series over the long termSub-Adviser and its clients. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Series Portfolio or Segment.
(c) The Sub-Adviser will maintain all books and records required . Subject to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser Adviser's obligations to seek best execution, UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Series or Segment, Portfolio and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required with any broker-dealer deemed to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent an affiliate of the Sub-Adviser (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with applicable law, including Rule 17e-1 under the Investment Company Act. UBS Global AM hereby consents to the Sub-Adviser's use of an affiliated broker to effect transactions for each portfolio security the Portfolio and the Trust on an exchange under Section 11(a)(1)(H) of the Securities Exchange Act of 1934 (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")). In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for which the custodian does not obtain prices same to UBS Global AM, the Series or the Trust. UBS Global AM is aware that the affiliation between the Sub-Adviser and an Affiliated Broker-Dealer could give the Sub-Adviser an indirect interest in brokerage commissions received by the ordinary course Affiliated Broker-Dealer, creating a potential conflict of business from an automated pricing serviceinterest.
Appears in 1 contract
Sources: Sub Advisory Agreement (Ubs Pace Select Advisors Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees ("Board") and review by ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Series, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or Segment. The Sub-Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or Segment. The Sub-Adviser understands that the Series' Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' Series investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the Sub-Sub- Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's Sub- Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Sub- Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Sub- Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Interim Sub Advisory Contract (Painewebber Managed Investments Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Series Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series Portfolio or Segment. The Sub-Adviser understands that the Series' Portfolio's assets need to be managed so as to permit it the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Series' Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesPortfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentPortfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Portfolio and its other clients and that the total commissions paid by the Series Portfolio or Segment will be reasonable in relation to the benefits to the Series Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Adviser's obligations to seek best execution, UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Series and the Trust or any broker-dealer deemed to be an affiliate of the Sub-Adviser (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global AM, the Series or Segmentthe Trust. UBS Global AM further authorizes the Sub-Adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the "Cross Transactions") on behalf of the Series and the Trust. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Series or the Trust and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Series or the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Series and the Trust and its clients generally. UBS Global AM, the Series and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker-Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to Rule 31a-1(b)(ii)(3), (5), (6), (7), (9) and (10) under the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series Portfolio or Segment, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that which it maintains for the Series Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Portfolio upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇UBS Global AM, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series Portfolio or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UBS Global AM any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Agreement (Ubs Pace Select Advisors Trust)
Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and any written guidelines adopted by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the SeriesFund, including investment research and discretionary management with respect management. The Sub-Adviser may from time to all securities time seek research assistance and investments and cash equivalents may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an "assignment" for purposes of the 1940 Act but in no case shall such assistance and/or reliance relieve the Series Sub-Adviser of any of its obligations hereunder, nor shall the Fund or Segment▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ be responsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Series or SegmentFund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Series or Segmenttransactions. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Series or SegmentFund. The Sub-Adviser understands that the Series' Fund's assets need to be managed so as to permit it the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Contract in accordance with the Series' Fund's investment objective, policies and restrictions as stated in the Fund's Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement").
(b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the SeriesFund, the Sub-Adviser may, in its discretion, use brokers that who provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or SegmentFund, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determining determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series Fund and its other clients and that the total commissions paid by the Series or Segment Fund will be reasonable in relation to the benefits to the Series Fund over the long term. In no instance will portfolio securities be purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ recognizes that in some cases this procedure may adversely affect the results obtained for the Series or SegmentFund.
(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or SegmentFund, and will furnish the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with such periodic and special reports as the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that which it maintains for the Series Fund upon request by the Trust.
(d) At such times as shall be reasonably requested by the Board or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser will provide the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.
(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price price(s) from one or more parties a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.
Appears in 1 contract
Sources: Sub Advisory Contract (Painewebber Managed Investments Trust)