Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. (d) Without limiting the generality of the foregoing, the Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; (vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request; (vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. (e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 4 contracts
Sources: Investment Advisory Agreement (Drexel Hamilton Mutual Funds), Investment Advisory Agreement (Drexel Hamilton Mutual Funds), Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services:
(a1) The Adviser undertakes will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 4 contracts
Sources: Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Salem Street Trust)
Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shall, subject Subject to the supervision of the Board of Trustees Directors of the Trust Company (the “Board” or the “TrusteesBoard of Directors”), render the Investment Adviser will regularly provide the Company with investment research, advice and related services supervision and will furnish continuously an investment program for the Company consistent with respect the investment objectives and policies of the Company. The Investment Adviser will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the assets provisions of the Fund Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in accordance with effect from time to time, the “LLC Agreement”) and of the Investment Company Act, and to the investment objectives, policies and limitations restrictions of the FundCompany, as provided in its prospectus or statement each of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may same shall be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amendedtime in effect, and subject, further, to such other limitations policies and instructions as the Fund Board of Directors may impose upon written notice from time to the Advisertime establish.
(b) The Investment Adviser is authorizedhereby authorized to cause the Company to make Investments, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Boarddirectly or indirectly through one or more subsidiaries or special purpose vehicles.
(c) The Investment Adviser shall provide the office spaceis hereby authorized, personnel and equipment reasonably necessary for the operation on behalf of the Fund. The Adviser shall pay Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services any claims relating to researchsuch Investments and other property and funds, statistical and investment activitiesincluding with respect to litigation, bankruptcy or other reorganization.
(d) Without limiting Subject to the generality general supervision of the foregoingBoard of Directors, the Investment Adviser shall:
(i) furnish the Fund with advice and recommendations with respect will provide certain administrative services to the investment of Fund assets and Company other than such administrative services provided by the purchase and sale of portfolio securities for the FundCompany’s administrator (such administrator, or any successor administrator, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments any affiliate of the FundInvestment Adviser, subject the “Administrator”). The Investment Adviser will, to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records extent such services are not required to be maintained performed by the Fund, except Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that arrangements have been made for such books a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) provide supervision of all aspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) coordinate with and records to be maintained oversee the services being performed by the administrator or another agent Administrator and the Company’s custodian and transfer agent, (iii) provide the Company with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund;
Company; (iv) provide on behalf of the Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under the Investment Company Act; (v) furnish reportsarrange for, statements at the Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and submission of reports to existing holders of equity interests in the Company and regulatory authorities and (C) the preparation and submission of the Company’s Form 10 or registration statement, as applicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
regulatory authorities; (vi) render to maintain all of the Trustees such periodic Company’s records and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify provide the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities Company with adequate office space and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fundall necessary office equipment and services including telephone service, or any amendment or supplement theretoheat, but that is required to be disclosed thereinutilities, stationery supplies and of any statement contained therein that becomes untrue in any material respectsimilar items.
(e) The Investment Adviser will also provide to the Board of Directors such periodic and special reports as it may aggregate sales reasonably request. The Investment Adviser shall for all purposes herein be deemed to be an independent contractor and purchase orders shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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 accountCompany.
(f) The Investment Adviser will maintain all books and records relating with respect to portfolio the Company’s securities transactions on behalf required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the Fund and the placing and allocation of brokerage orders as are required to be Investment Company Act (other than those records being maintained by the Trust under Administrator or the 1940 Company’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating will also provide to the services provided by the Adviser pursuant to this Agreement Board of Directors such periodic and special reports as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representativesit may reasonably request.
(g) The Investment Adviser will oversee notify the computation Board of the net asset value and the net income Directors of the Fund as described any change in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with Investment Adviser’s membership within a reasonable time after such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of businesschange.
(h) The Adviser on its own initiative will furnish the Board with such information as the Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trustengage in any other business or render similar or different services to others including, without limitation, the Fund direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Adviser. Investments, subject at all times to applicable law).
(i) The Investment Adviser will notify not cause the Trust Company to exchange or otherwise dispose of any change all or substantially all of control its assets in a single transaction or series of related transactions, or approve on the Adviser and any changes Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the key personnel who are either the portfolio manager(s) avoidance of the Fund doubt, pursuant to a listing, initial public offering or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Advisermerger).
Appears in 3 contracts
Sources: Investment Management and Advisory Agreement (West Bay BDC LLC), Investment Management and Advisory Agreement (West Bay BDC LLC), Investment Management and Advisory Agreement (West Bay BDC LLC)
Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended amended, and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Interested Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, ;
(iv) file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(ivv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(vvi) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;; and
(vivii) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Fund, and the placing and allocation of brokerage orders orders, as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as that are required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser Adviser, on its own initiative initiative, will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 3 contracts
Sources: Investment Advisory Agreement (Centre Funds), Investment Advisory Agreement (Centre Funds), Investment Advisory Agreement (Centre Funds)
Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, amended and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Interested Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;; and
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Centre Funds), Investment Advisory Agreement (Centre Funds)
Management Services. (a) The Adviser undertakes to act as You will regularly provide each Fund with investment adviser research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the investment objectives and policies of the Fund Fund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and shallwhat portion of a Fund's assets shall be held uninvested as cash, subject always to the supervision provisions of the Board Registrant's Declaration of Trustees Trust and By-Laws and of the Trust (the “Board” or the “Trustees”)1940 Act, render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations restrictions of the Fund, as provided in its prospectus or statement each of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may same shall be amended from time to timetime in effect, and subject, further, to such policies and instructions as the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions Trustees of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund Registrant may impose upon written notice from time to the Advisertime establish.
(b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is authorizedserving thereunder as the Registrant's transfer agent), (i) provide supervision of all aspects of each Fund's operations not referred to in its discretion paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative and without prior consultation clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Fund's prospectuses and statements of additional information and the preparation of reports filed with the Fund, to buy, sell, lend Securities and otherwise trade in any securities Exchange Commission and investment instruments on behalf other regulatory authorities; (iv) maintain all of the Fund in accordance Funds' records; and (v) provide the Funds with this Agreement. The investment policies adequate office space and investment actions of the Fund areall necessary office equipment and services including telephone service, heat, utilities, stationery supplies and shall at all times be, subject to the control and direction of the Boardsimilar items.
(c) The Adviser shall You will also provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Registrant's Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds.
(viid) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities You will maintain all books and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement records with respect to the Funds' securities transactions required by sub-paragraphs (b)(5), (6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Fund, 's custodian or any amendment or supplement thereto, but that is required transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. You will also provide to be disclosed therein, the Registrant's Trustees such periodic and of any statement contained therein that becomes untrue in any material respectspecial reports as the Board may reasonably request.
(e) The Adviser may aggregate sales and purchase orders You will notify the Registrant of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all any change in your membership within a reasonable time after such accounts in a manner believed to be equitable over time to each accountchange.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Your services hereunder are not deemed exclusive and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser you shall be the property of the Trust. The Trust, or its representatives, shall have access free to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for render similar services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of businessothers.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Management Agreement (Goldman Sachs Variable Insurance Trust), Sub Advisory Agreement (Goldman Sachs Variable Insurance Trust)
Management Services. (a) The Adviser undertakes shall maintain the existence and records of the Portfolio’s wholly owned subsidiary and perform the following additional services: (1) the Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the “Administrator”) shall be granted reasonable access to the records and documents in the Adviser’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund’s registration statement (and any supplement thereto) and the Portfolio’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund’s registration statement and the Portfolio’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Oxford Street Trust)
Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;; and
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant for the Fund on each business day with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or and the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Drexel Hamilton Mutual Funds), Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. The Adviser shall maintain the existence and records of the Portfolio’s wholly owned subsidiary and perform the following additional services:
(a1) The Adviser undertakes will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the “Administrator” or “FMR”) shall be granted reasonable access to the records and documents in the Adviser’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Management Contract (Fidelity Oxford Street Trust II), Management Contract (Fidelity Oxford Street Trust II)
Management Services. (a) The Adviser undertakes to act as You will, either directly, through one or more sub-advisers, or both: (i) regularly provide each Fund with investment adviser research, advice and supervision; (ii) furnish continuously an investment program for each Fund consistent with the investment objectives and policies of the Fund Fund; and shall(iii) determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund’s assets shall be held uninvested as cash, subject always to the supervision provisions of the Board Registrant’s Declaration of Trustees Trust and By-Laws and of the Trust (the “Board” or the “Trustees”)1940 Act, render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations restrictions of the Fund, as provided in its prospectus or statement each of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may same shall be amended from time to timetime in effect, and subject, further, to such policies and instructions as the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions Trustees of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund Registrant may impose upon written notice from time to the Advisertime establish.
(b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will, either directly, through one or more sub-advisers, or both, provide certain administrative services to each Fund including the following. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is authorizedserving thereunder as the Registrant’s transfer agent), (i) provide supervision of all aspects of each Fund’s operations not referred to in its discretion paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative and without prior consultation clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for, at the Registrant’s expense, (A) the preparation for each Fund of all required tax returns, (B) the preparation and submission of reports to existing shareholders and (C) the periodic updating of the Fund’s prospectuses and statements of additional information and the preparation of reports filed with the Fund, to buy, sell, lend Securities and otherwise trade in any securities Exchange Commission and investment instruments on behalf other regulatory authorities; (iv) maintain all of the Fund in accordance Funds’ records; and (v) provide the Funds with this Agreement. The investment policies adequate office space and investment actions of the Fund areall necessary office equipment and services including telephone service, heat, utilities, stationery supplies and shall at all times be, subject to the control and direction of the Boardsimilar items.
(c) The Adviser shall You will also provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the FundRegistrant’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds.
(viid) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities You will maintain all books and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement records with respect to the FundFunds’ securities transactions required by sub-paragraphs (b)(5), (6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Funds’ custodian or any amendment or supplement thereto, but that is required transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. You will also provide to be disclosed therein, the Registrant’s Trustees such periodic and of any statement contained therein that becomes untrue in any material respectspecial reports as the Board may reasonably request.
(e) The Adviser may aggregate sales and purchase orders You will notify the Registrant of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all any change in your membership within a reasonable time after such accounts in a manner believed to be equitable over time to each accountchange.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Your services hereunder are not deemed exclusive and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser you shall be the property of the Trust. The Trust, or its representatives, shall have access free to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for render similar services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of businessothers.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Management Agreement (Goldman Sachs Variable Insurance Trust), Management Agreement (Goldman Sachs Variable Insurance Trust)
Management Services. (a) The Adviser undertakes to act as investment adviser of the each Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the each Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the each Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the FundFunds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the a Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the each Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the each Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the each Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the a Fund or the Adviser.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Drexel Hamilton Mutual Funds), Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shallwill, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions furnish to you detailed statements of the Internal Revenue Code of 1986, as amended, investments and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf resources of the Fund and information as to its investment needs, and will make available to you such financial reports, proxy statements, legal and other information relating to its investment as may be in accordance with this Agreement. The investment policies and investment actions the possession of the Fund areor available to it. You shall, at your expense, use your experience, staff and other facilities to conduct and maintain a continuous review of the Fund's investments, resources and needs, and shall at all times be, subject from time to time furnish to the control and direction Directors of the Board.
Fund (cthe "Directors") The Adviser or such others as the Directors shall provide the office spacedirect, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with your advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for investments by the Fund and the making of commitments thereto. In conducting such review and furnishing such advice and recommendations, you shall be guided by the Fund's investment policy and restrictions as delineated and limited by the statements contained in the various documents and amendments thereto filed with the Securities and Exchange Commission (the "SEC"). You shall place at the disposal of the Fund such statistical research, analytical and technical services and information and reports as may be reasonably required by the Fund, including shall furnish the taking Fund with, and pay the salaries of, the executive, administrative and clerical personnel of such steps as may be necessary to implement such advice the Fund, and recommendations (e.g., placing orders);
(ii) manage and oversee in general shall supervise the investments affairs of the Fund, subject to the ultimate supervision and direction control of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books Directors. Your advice and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports recommendations with respect to the Fund’s purchase and sale of investments and the making of investment activities as commitments shall be submitted at the Trustees may reasonably request;
(vii) immediately notify principal offices of the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known Fund to the Adviser in respect Directors of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, to an investment committee thereof, or any amendment to such other person or supplement theretopersons as the Directors or such investment committee shall designate for that purpose. The Directors, but that is required such investment committee, or such designated person or persons shall have full authority to be disclosed therein, act upon such advice and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales recommendations and purchase to place orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund for the purchase and one sale of investments. Reports of portfolio recommendations shall be made quarterly to the Directors or more other accounts advised by frequently as the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over Directors may from time to each accounttime determine.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 2 contracts
Sources: Investment Advisory Agreement (Pax World High Yield Fund Inc), Investment Advisory Agreement (Pax World High Yield Fund Inc)
Management Services. The Adviser shall maintain the existence and records of the Portfolio’s wholly owned subsidiary and perform the following additional services:
(a1) The Adviser undertakes will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the “Administrator” or “FMR”) shall be granted reasonable access to the records and documents in the Adviser’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund’s registration statement (and any supplement thereto) and the Portfolio’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund’s registration statement and the Portfolio’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 1 contract
Sources: Management Contract (Fidelity Oxford Street Trust II)
Management Services. (a) The Adviser undertakes to act as investment adviser of the each Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “"Board” " or the “"Trustees”"), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “"Prospectus”") or other governing instruments, as may be amended from time to time, the Investment Company Act of 19401910, as amended and the rules and regulations thereunder (the “"1940 Act”"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “"interested persons” " of the Trust or of the Adviser (“"Independent Trustees”"); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the each Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “"1934 Act”") for the Fund;
(iv) maintain the books and records required to be maintained by the each Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the each Fund’s 's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s 's registration statement with respect to the FundFunds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the a Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 1 contract
Sources: Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. (a) The Adviser undertakes shall maintain the existence and records of the Portfolio’s wholly owned subsidiary and perform the following additional services: (1) the Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the “Administrator” or “FMR”) shall be granted reasonable access to the records and documents in the Adviser’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund’s registration statement (and any supplement thereto) and the Portfolio’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund’s registration statement and the Portfolio’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 1 contract
Management Services. (a) The Adviser undertakes to act as investment adviser of the each Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, amended and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Interested Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the each Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the FundFunds, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;; and
(vi) render to the Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the a Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the a Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Funds and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the FundFunds. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the a Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the any Fund or the Adviser.
Appears in 1 contract
Sources: Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. (a) The Adviser undertakes to act as You will, either directly, through one or more sub-advisers, or both: (i) regularly provide each Fund with investment adviser research, advice and supervision; (ii) furnish continuously an investment program for each Fund consistent with the investment objectives and policies of the Fund Fund; and shall(iii) determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's assets shall be held uninvested as cash, subject always to the supervision provisions of the Board Registrant's Declaration of Trustees Trust and By-Laws and of the Trust (the “Board” or the “Trustees”)1940 Act, render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations restrictions of the Fund, as provided in its prospectus or statement each of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may same shall be amended from time to timetime in effect, and subject, further, to such policies and instructions as the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions Trustees of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund Registrant may impose upon written notice from time to the Advisertime establish.
(b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will, either directly, through one or more sub-advisers, or both, provide certain administrative services to each Fund including the following. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is authorizedserving thereunder as the Registrant's transfer agent), (i) provide supervision of all aspects of each Fund's operations not referred to in its discretion paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative and without prior consultation clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for, at the Registrant's expense, (A) the preparation for each Fund of all required tax returns, (B) the preparation and submission of reports to existing shareholders and (C) the periodic updating of the Fund's prospectuses and statements of additional information and the preparation of reports filed with the Fund, to buy, sell, lend Securities and otherwise trade in any securities Exchange Commission and investment instruments on behalf other regulatory authorities; (iv) maintain all of the Fund in accordance Funds' records; and (v) provide the Funds with this Agreement. The investment policies adequate office space and investment actions of the Fund areall necessary office equipment and services including telephone service, heat, utilities, stationery supplies and shall at all times be, subject to the control and direction of the Boardsimilar items.
(c) The Adviser shall You will also provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Registrant's Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds.
(viid) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities You will maintain all books and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement records with respect to the FundFunds' securities transactions required by sub-paragraphs (b)(5), (6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Funds' custodian or any amendment or supplement thereto, but that is required transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. You will also provide to be disclosed therein, the Registrant's Trustees such periodic and of any statement contained therein that becomes untrue in any material respectspecial reports as the Board may reasonably request.
(e) The Adviser may aggregate sales and purchase orders You will notify the Registrant of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all any change in your membership within a reasonable time after such accounts in a manner believed to be equitable over time to each accountchange.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Your services hereunder are not deemed exclusive and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser you shall be the property of the Trust. The Trust, or its representatives, shall have access free to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for render similar services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of businessothers.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 1 contract
Sources: Sub Advisory Agreement (Goldman Sachs Variable Insurance Trust)
Management Services. (a) The Adviser undertakes to act as investment adviser of the each Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “"Board” " or the “"Trustees”"), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, strategies, policies and limitations restrictions of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “"Prospectus”") or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “"1940 Act”"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Board, on behalf of each Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay pay, with respect to the Fund each Fund, the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “"interested persons” " of the Trust or of the Adviser (“Independent Trustees”)Adviser; and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the each Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “"1934 Act”") for the Fund;
(iv) maintain the books and records required to be maintained by the each Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the each Fund’s 's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission SEC or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s currently effective registration statement of the Trust under the Securities Act of 1933, as amended and the 1940 Act with respect to the FundFunds, and any amendments or any amendment or supplement theretosupplements thereto ("Registration Statement"), but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the a Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the each Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s 's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) Statement or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the each Fund with such information relating to all transactions concerning the Fund’s 's assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser will, on its own initiative will initiative, furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the each Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the a Fund or the Adviser.
Appears in 1 contract
Management Services. The Adviser shall maintain the existence and records of the Portfolio’s wholly owned subsidiary and perform the following additional services:
(a1) The Adviser undertakes will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the “Administrator”) shall be granted reasonable access to the records and documents in the Adviser’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund’s registration statement (and any supplement thereto) and the Portfolio’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund’s registration statement and the Portfolio’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 1 contract
Management Services. The Adviser shall maintain the existence and records of the Portfolio’s wholly owned subsidiary and perform the following additional services:
(a1) The Adviser undertakes will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the “Administrator”) shall be granted reasonable access to the records and documents in the Adviser’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund’s registration statement (and any supplement thereto) and the Portfolio’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund’s registration statement and the Portfolio’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to the supervision of review by the Board of Trustees of Trustees, furnish such other services as the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended Adviser shall from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice time determine to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary or useful to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports perform its obligations under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respectContract.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
Appears in 1 contract
Management Services. (a) The Adviser undertakes to act as investment adviser of the each Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the each Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the each Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the FundFunds, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;; and
(vi) render to the Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the a Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the a Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Funds and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant for the Fund on each business day with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fundand Funds. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the a Fund’s fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the any Fund or the Adviser.
Appears in 1 contract
Sources: Investment Advisory Agreement (Drexel Hamilton Mutual Funds)
Management Services. The Adviser shall maintain the existence and records of the Fund’s wholly owned subsidiary and perform the following additional services:
(a1) The Adviser undertakes will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to act as execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment adviser affairs of the Fund (excluding determination of net asset values and shallshareholder accounting services); (2) the Adviser will maintain all accounts, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), render investment advice books and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the salaries 1940 Act and fees of all (i) officers the rules thereunder. The Adviser agrees that such records are the property of the Trust; (ii) Trustees of , and will be surrendered to the Trust who are promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the “interested persons” of the Trust or of the Adviser (“Independent TrusteesAdministrator”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect shall be granted reasonable access to the investment of Fund assets records and documents in the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund;
(iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the FundAdviser’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;
(vi) render to the Trustees such periodic and special reports with respect possession relating to the Fund’s investment activities as the Trustees may reasonably request;
; (vii3) immediately notify the Trust (1) in the event that the Adviser or any of shall provide such information as is necessary to enable the Administrator and its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities prepare and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in update the Trust’s registration statement with respect (and any supplement thereto) and the Fund’s financial statements. The Adviser understands that the Trust and the Administrator and its affiliates will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Fund’s investment securities in the manner in which the Adviser believes to be in the best interests of the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of shall review its proxy voting activities on a periodic basis with the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 ActTrustees. The Adviser shall prepare and maintainalso furnish such reports, evaluations, information or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining analyses to the Trust which are in possession of the Adviser shall be the property of as the Trust. The Trust, ’s Board of Trustees may request from time to time or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviserdeem to be desirable. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Fund Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or the Adviseruseful to perform its obligations under this Contract.
Appears in 1 contract
Management Services. (a) The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the “"Board” " or the “"Trustees”"), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “"Prospectus”") or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended amended, and the rules and regulations thereunder (the “"1940 Act”"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser.
(b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board.
(c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “"interested persons” " of the Trust or of the Adviser (“Independent "Interested Trustees”"); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.
(d) Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders);
(ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board;
(iii) vote proxies for the Fund, ;
(iv) file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “"1934 Act”") for the Fund;
(ivv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund;
(vvi) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s 's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust;; and
(vivii) render to the Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Trustees may reasonably request;
(vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the 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.
(f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund Fund, and the placing and allocation of brokerage orders orders, as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as that are required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s 's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.
(g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“"1933 Act”"), and the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”") or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund's custodian and fund accountant for the Fund with such information relating to all transactions concerning the Fund’s 's assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund's fund accountant cannot obtain prices in the ordinary course of business.
(h) The Adviser Adviser, on its own initiative initiative, will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.
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