Manager Duties. Subject to the supervision of the Fund's Board of Trustees (the "Board") and the Investment Adviser, the Manager will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios. The Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Portfolios' assets by determining the securities, cash and other investments, including futures and options contracts, if any, that shall be purchased, entered into, retained, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the written investment policies of the Portfolios, the Manager shall make decisions for the Portfolios as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform the same on behalf of the Portfolios. The Manager is authorized to and shall exercise tender offers, exchange offers and vote proxies on behalf of each Portfolio, each as the Manager determines is in the best interest of the Portfolio. In performing these duties, the Manager: (a) Will conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no-action letters and exemptive orders which have been granted by the SEC to the Fund, to the Investment Adviser (each as provided to the Manager by the Investment Adviser), or to the Manager), (2) any applicable written procedures, policies and guidelines adopted by the Board and furnished to the Manager, (3) each Portfolio's objectives, goals, investment policies and strategies and investment restrictions as stated in the Fund's Prospectus and Statement of Additional Information as supplemented or amended from time to time (collectively, the "Prospectus"), as furnished to, and agreed to by, the Manager, (4) Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"); and (5) any other applicable laws and regulations, including without limitation, proxy voting regulations. (b) Will (i) use its best efforts to identify each position in the Portfolios that constitutes stock in a Passive Foreign Investment Company ("PFIC"), as that term is defined in Section 1296 of the Code, and (ii) make such determinations and inform the Investment Adviser at least annually (or more often and by such date(s) as the Investment Adviser shall request) of any stock in a PFIC. (c) Is responsible, in connection with its responsibilities under this Section 2, for decisions to buy and sell securities and other investments for the Portfolios, for broker-dealer and futures commission merchant ("FCM") selection, and for negotiation of commission rates. The Manager's primary consideration in effecting a security or other transaction will be to obtain the best execution for the Portfolios, taking into account, among other things, the factors specified in the Prospectus as furnished to the Manager. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Portfolios to pay a broker or dealer, acting as agent, for effecting a Portfolio transaction at a price in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager's (or its affiliates') overall responsibilities with respect to the Portfolios and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards, and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act, the Manager is further authorized to place orders on behalf of the Portfolios through the Portfolio if the Manager is registered as a broker or dealer with the SEC or as a FCM with the Commodities Futures Trading Commission ("CFTC"), through any of its affiliates that are brokers or dealers or FCMs or such other entities which provide similar services in foreign countries, or through such brokers and dealers that also provide research or statistical research and material, or other services to the Portfolios or the Manager. Such allocation shall be in such amounts and proportions as the Manager shall determine consistent with the above standards, and, upon request, the Manager will report on said allocation to the Investment Adviser and Board, indicating the brokers, dealers or FCMs to which such allocations have been made the basis therefor. The Manager is authorized to open brokerage accounts on behalf of the Portfolios in accordance with Fund procedures. (d) May, on occasions when the purchase or sale of a security is deemed to be in the best interest of a Portfolio as well as any of its other investment advisory clients, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Prospectus as furnished to the Manager. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in a manner that is fair and equitable and consistent with the Manager's fiduciary obligations to the applicable Portfolio and to such other clients. (e) Will, in connection with the purchase and sale of securities for the Portfolios, together with the Investment Adviser, arrange for the transmission to the custodian and recordkeeping agent for the Fund, on a daily basis, such confirmation(s), trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Portfolios, as may be reasonably necessary to enable the custodian and recordkeeping agent to perform its administrative and recordkeeping responsibilities with respect to the Portfolios, and with respect to Portfolio securities to be purchased or sold through the Depository Trust Company, will arrange for the automatic transmission of the confirmation of such trades to the Fund's custodian and recordkeeping agent, and, if required, the Investment Adviser. The Manager agrees to comply with such rules, procedures and time frames as the Fund's custodian may set or provide with respect to the clearance and settlement of transactions for a Portfolio that are provided to the Manager in writing. Any Portfolio assets shall be delivered directly to the Fund's custodian. (f) Will provide reasonable assistance to the custodian and recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund's valuation procedures and/or the Prospectus (each as provided to the Manager), the value of any Portfolio securities or other assets of the Portfolios for which the custodian and recordkeeping agent seeks assistance from the Manager or identifies for review by the Manager. This includes (but is not limited to) obtaining bids and offers or quotes from broker/dealers or market-makers, verifying pricing and providing fair valuations or recommendations for fair valuations in accordance with the Fund's valuation procedures, as they may be amended from time to time. (g) Will maintain and preserve such records related to each Portfolio's transactions as required under the 1940 Act and the Advisers Act. The Manager will make available to the Fund and the Investment Adviser promptly upon request, any of the Portfolios' investment records and ledgers maintained by the Manager (which shall not include the records and ledgers maintained by the custodian and recordkeeping agent for the Fund), as are necessary to assist the Fund and the Investment Adviser in complying with requirements of the 1940 Act and the Advisers Act, as well as other applicable laws, and will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Portfolios are being conducted in a manner consistent with applicable laws and regulations. (h) Will regularly report to the Board on the investment program for the Portfolios and the issuers and securities represented in the Portfolios, and will furnish the Board, with respect to the Portfolios, such periodic and special reports as the Board and the Investment Adviser may reasonably request, including, but not limited to, reports concerning transactions and performance of each Portfolio, a monthly compliance checklist, monthly tax compliance worksheet, reports regarding compliance with the Fund's procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the 1940 Act, fundamental investment restrictions, procedures for opening brokerage accounts and commodity trading accounts, liquidity determination of securities purchased pursuant to Rule 144A and 4(2) commercial paper, IOs/POs, and compliance with the Manager's Code of Ethics, and such other procedures or requirements that the Investment Adviser may reasonably request from time to time. (i) Will adopt a written Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Investment Adviser and the Fund with a copy of the Code of Ethics, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, an authorized officer of the Manager shall certify to the Investment Adviser that the Manager has complied with the requirements of Rule 17j-1 with respect to the Portfolios during the previous calendar quarter and that there have been no violations of the Code of Ethics with respect to the Portfolios or, if a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Investment Adviser or the Fund, the Manager shall permit representatives of the Investment Adviser and the Trust to examine the reports (or summaries of the reports) required to be made under the Code of Ethics and other records evidencing enforcement of the Code of Ethics. (j) Will provide to the Investment Adviser a copy of the Manager's Form ADV, and any supplements or amendments thereto, as filed with the SEC, on an annual basis (or more frequently if requested by the Investment Adviser or the Board). The Manager represents and warrants that it is a duly registered investment adviser under the Advisers Act. The Manager will provide a list of persons who the Manager wishes to have authorized to give written and/or oral instructions to Custodians of assets for the Portfolios. (k) Will be responsible for the preparation and filing of Schedule 13G and Form 13F reflecting Fund holdings over which the Manager has investment discretion. (l) Will not permit any employee of the Manager to have any material connection with the handling of the Portfolios if such employee has: (i) been, within the last ten (10) years, convicted of or acknowledged commission of any felony or misdemeanor (a) involving the purchase or sale of any security, (b) involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, (c) involving sections 1341, 1342 or 1343 of Title 18 of the U.S. Code, or (d) arising out of such person's conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman, or employee or officer or director of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act. (ii) been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction, from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security. (m) Will not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities or obtaining investment licenses in various countries or the opening of custody accounts and dealing with settlement agents in various countries, and will keep confidential any such information obtained pursuant to this Agreement, and disclose such information only if the Board has authorized such disclosure, as expressly authorized in this Agreement, if such information comes into the public domain through no fault of the Manager, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. The Fund and the Investment Adviser will not disclose or use any records or information respecting the Manager obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any information obtained pursuant to this Agreement, and disclose such information only as expressly authorized in this Agreement, if such information comes into the public domain through no fault of the Investment Adviser, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. (n) Will assist the Investment Adviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to the extent such provisions relate to the services to be provided by, and the obligations of, the Manager hereunder. Specifically, and without limitation to the foregoing, the Manager agrees to provide certifications regarding such services and obligations to the principal executive and financial officers of the Fund (the "certifying officers") that correspond to and/or support the certifications required to be made by the certifying officers in connection with the preparation and/or filing of the Fund's Form N-SARs, shareholder reports, financial statements, and disclosure documents, in such form and content as the Fund shall reasonably request or as in accordance with procedures adopted by the Fund and provided to the Manager.
Appears in 1 contract
Manager Duties. Subject to the supervision of the Fund's ’s Board of Trustees (the "“Board"”) and the Investment Adviser, the Manager will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios. The Manager will provide investment research and analysis, which may include computerized investment methodology, and will conduct a continuous program of evaluation, investment, sales, and reinvestment of the Portfolios' ’ assets by determining the securities, cash and other investments, including futures and options contracts, if any, that shall be purchased, entered into, retained, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the written investment policies of the Portfolios, the Manager shall make decisions for the Portfolios as to foreign currency matters and make determinations as to the retention or disposition of foreign currencies or securities or other instruments denominated in foreign currencies, or derivative instruments based upon foreign currencies, including forward foreign currency contracts and options and futures on foreign currencies and shall execute and perform the same on behalf of the Portfolios. The Manager is authorized to and shall exercise tender offers, exchange offers and vote proxies on behalf of each Portfolio, each as the Manager determines is in the best interest of the Portfolio. In performing these duties, the Manager:
(a) Will conform with (1) the 1940 Act and all rules and regulations thereunder, and releases and interpretations related thereto (including any no-action letters and exemptive orders which have been granted by the SEC to the Fund, to the Investment Adviser (each as provided to the Manager by the Investment Adviser), or to the Manager), (2) any applicable written procedures, policies and guidelines adopted by the Board and furnished to the Manager, (3) each Portfolio's ’s objectives, goals, investment policies and strategies and investment restrictions as stated in the Fund's ’s Prospectus and Statement of Additional Information as supplemented or amended from time to time (collectively, the "“Prospectus"”), as furnished to, and agreed to by, the Manager, (4) Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the "“Code"”); and (5) any other applicable laws and regulations, including without limitation, proxy voting regulations.
(b) Will (i) use its best efforts to identify each position in the Portfolios that constitutes stock in a Passive Foreign Investment Company ("“PFIC"”), as that term is defined in Section 1296 of the Code, and (ii) make such determinations and inform the Investment Adviser at least annually (or more often and by such date(s) as the Investment Adviser shall request) of any stock in a PFIC.
(c) Is responsible, in connection with its responsibilities under this Section 2, for decisions to buy and sell securities and other investments for the Portfolios, for broker-dealer and futures commission merchant ("“FCM"”) selection, and for negotiation of commission rates. The Manager's ’s primary consideration in effecting a security or other transaction will be to obtain the best execution for the Portfolios, taking into account, among other things, the factors specified in the Prospectus as furnished to the Manager. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”), the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Portfolios to pay a broker or dealer, acting as agent, for effecting a Portfolio transaction at a price in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager's ’s (or its affiliates'’) overall responsibilities with respect to the Portfolios and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards, and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act, the Manager is further authorized to place orders on behalf of the Portfolios through the Portfolio if the Manager is registered as a broker or dealer with the SEC or as a FCM with the Commodities Futures Trading Commission ("“CFTC"”), through any of its affiliates that are brokers or dealers or FCMs or such other entities which provide similar services in foreign countries, or through such brokers and dealers that also provide research or statistical research and material, or other services to the Portfolios or the Manager. Such allocation shall be in such amounts and proportions as the Manager shall determine consistent with the above standards, and, upon request, the Manager will report on said allocation to the Investment Adviser and Board, indicating the brokers, dealers or FCMs to which such allocations have been made the basis therefor. The Manager is authorized to open brokerage accounts on behalf of the Portfolios in accordance with Fund procedures.
(d) May, on occasions when the purchase or sale of a security is deemed to be in the best interest of a Portfolio as well as any of its other investment advisory clients, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Prospectus as furnished to the Manager. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in a manner that is fair and equitable and consistent with the Manager's ’s fiduciary obligations to the applicable Portfolio and to such other clients.
(e) Will, in connection with the purchase and sale of securities for the Portfolios, together with the Investment Adviser, arrange for the transmission to the custodian and recordkeeping agent for the Fund, on a daily basis, such confirmation(s), trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Portfolios, as may be reasonably necessary to enable the custodian and recordkeeping agent to perform its administrative and recordkeeping responsibilities with respect to the Portfolios, and with respect to Portfolio securities to be purchased or sold through the Depository Trust Company, will arrange for the automatic transmission of the confirmation of such trades to the Fund's ’s custodian and recordkeeping agent, and, if required, the Investment Adviser. The Manager agrees to comply with such rules, procedures and time frames as the Fund's ’s custodian may set or provide with respect to the clearance and settlement of transactions for a Portfolio that are provided to the Manager in writing. Any Portfolio assets shall be delivered directly to the Fund's ’s custodian.
(f) Will provide reasonable assistance to the custodian and recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund's ’s valuation procedures and/or the Prospectus (each as provided to the Manager), the value of any Portfolio securities or other assets of the Portfolios for which the custodian and recordkeeping agent seeks assistance from the Manager or identifies for review by the Manager. This includes (but is not limited to) obtaining bids and offers or quotes from broker/dealers or market-makers, verifying pricing and providing fair valuations or recommendations for fair valuations in accordance with the Fund's ’s valuation procedures, as they may be amended from time to time.
(g) Will maintain and preserve such records related to each Portfolio's ’s transactions as required under the 1940 Act and the Advisers Act. The Manager will make available to the Fund and the Investment Adviser promptly upon request, any of the Portfolios' ’ investment records and ledgers maintained by the Manager (which shall not include the records and ledgers maintained by the custodian and recordkeeping agent for the Fund), as are necessary to assist the Fund and the Investment Adviser in complying with requirements of the 1940 Act and the Advisers Act, as well as other applicable laws, and will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Portfolios are being conducted in a manner consistent with applicable laws and regulations.
(h) Will regularly report to the Board on the investment program for the Portfolios and the issuers and securities represented in the Portfolios, and will furnish the Board, with respect to the Portfolios, such periodic and special reports as the Board and the Investment Adviser may reasonably request, including, but not limited to, reports concerning transactions and performance of each Portfolio, a monthly compliance checklist, monthly tax compliance worksheet, reports regarding compliance with the Fund's ’s procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the 1940 Act, fundamental investment restrictions, procedures for opening brokerage accounts and commodity trading accounts, liquidity determination of securities purchased pursuant to Rule 144A and 4(2) commercial paper, IOs/POs, and compliance with the Manager's ’s Code of Ethics, and such other procedures or requirements that the Investment Adviser may reasonably request from time to time.
(i) Will adopt a written Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Investment Adviser and the Fund with a copy of the Code of Ethics, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, an authorized officer of the Manager shall certify to the Investment Adviser that the Manager has complied with the requirements of Rule 17j-1 with respect to the Portfolios during the previous calendar quarter and that there have been no violations of the Code of Ethics with respect to the Portfolios or, if a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Investment Adviser or the Fund, the Manager shall permit representatives of the Investment Adviser and the Trust to examine the reports (or summaries of the reports) required to be made under the Code of Ethics and other records evidencing enforcement of the Code of Ethics.
(j) Will provide to the Investment Adviser a copy of the Manager's ’s Form ADV, and any supplements or amendments thereto, as filed with the SEC, on an annual basis (or more frequently if requested by the Investment Adviser or the Board). The Manager represents and warrants that it is a duly registered investment adviser under the Advisers Act. The Manager will provide a list of persons who the Manager wishes to have authorized to give written and/or oral instructions to Custodians of assets for the Portfolios.
(k) Will be responsible for the preparation and filing of Schedule 13G and Form 13F reflecting Fund holdings over which the Manager has investment discretion.
(l) Will not permit any employee of the Manager to have any material connection with the handling of the Portfolios if such employee has:
(i) been, within the last ten (10) years, convicted of or acknowledged commission of any felony or misdemeanor (a) involving the purchase or sale of any security, (b) involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, (c) involving sections 1341, 1342 or 1343 of Title 18 of the U.S. Code, or (d) arising out of such person's ’s conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman, or employee or officer or director of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act.
(ii) been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction, from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.
(m) Will not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities or obtaining investment licenses in various countries or the opening of custody accounts and dealing with settlement agents in various countries, and will keep confidential any such information obtained pursuant to this Agreement, and disclose such information only if the Board has authorized such disclosure, as expressly authorized in this Agreement, if such information comes into the public domain through no fault of the Manager, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. The Fund and the Investment Adviser will not disclose or use any records or information respecting the Manager obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and will keep confidential any information obtained pursuant to this Agreement, and disclose such information only as expressly authorized in this Agreement, if such information comes into the public domain through no fault of the Investment Adviser, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority.
(n) Will assist the Investment Adviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to the extent such provisions relate to the services to be provided by, and the obligations of, the Manager hereunder. Specifically, and without limitation to the foregoing, the Manager agrees to provide certifications regarding such services and obligations to the principal executive and financial officers of the Fund (the "“certifying officers"”) that correspond to and/or support the certifications required to be made by the certifying officers in connection with the preparation and/or filing of the Fund's ’s Form N-SARs, shareholder reports, financial statements, and disclosure documents, in such form and content as the Fund shall reasonably request or as in accordance with procedures adopted by the Fund and provided to the Manager.
Appears in 1 contract