Sample Investment Management Agreement Page 9
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21Client Name
Date
Page 9
the Pooled Fund. The Manager’s policy and practice is not to intentionally favour or
disfavour any client, class of clients, or investment fund in the allocation of
investment opportunities so that over a period of time, such opportunities will be
allocated among clients and Pooled Funds on a fair basis.
(b)
The Manager, as required by applicable securities laws, will ensure that all
investments and recommendations made on behalf of the Account are suitable for
the Client in light of the Investment Policy, which includes, among other things, the
Client’s investment objectives, financial circumstances and risk tolerance.
(c)
[The Manager and its wholly-owned subsidiaries, [Full legal name of Subsidiary].
(Subsidiary “A”) and [Full legal name of subsidiary] (Subsidiary “B”), share
certain common directors and/or officers. In the Manager’s view, there is no
reasonable potential for conflict of interest as a result of the Manager, Subsidiary
“A” and Subsidiary “B” having certain common directors and/or officers. In the
unlikely event of a conflict of interest, the common directors and/or officers will
resolve all matters in accordance with their applicable fiduciary and statutory
duties. [A further description of Subsidiary “A” and Subsidiary “B” is set out in
Schedule
hereto.]
(d)
[The Manager is the manager and principal portfolio adviser of the Pooled Funds
and, as principal portfolio adviser, the Manager is responsible for managing the
investment portfolios of the Pooled Funds directly or through sub-advisers and for
paying the fees for sub-advisers related to the Manager. The Manager:
(i)
is responsible for the advice provided to the Pooled Funds even if it is
provided through a sub-adviser;
(ii)
has retained [Name of sub-adviser] to act as the sub-adviser for the
Pooled Funds and has retained [Name of sub-adviser] to act as the sub-
adviser for the [Name] Pooled Fund, the [Name] Pooled Fund, and the
type of] assets in [Name(s)] Pooled Funds and
(iii)
[Describe any other required or pertinent relationships.]]
(e)
When placing orders with brokers and dealers, the Manager shall seek to obtain
best execution for the Account in accordance with the Manager’s policy on best
execution and applicable laws. In the event that the Client directs the Manager at
any time in writing to use a particular broker or dealer to effect transactions for the
Account, the Client acknowledges that commission rates may not necessarily be as
favourable as the Manager may have otherwise been able to obtain from a broker or
dealer selected by the Manager. The Manager may enter arrangements involving the
use of brokerage commissions generated by the Account (or “soft dollars”) with
dealers and brokers or other third parties in the course of providing services under
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