Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser. (b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account. (d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement. (e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. (f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. (h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc), Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Certificate of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least bi-annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”)) or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations, as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.. Information Classification: Limited Access
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 th1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of Information Classification: Limited Access the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Sub- Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. Information Classification: Limited Access
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s 's Board of Directors (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Sub- Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) and the Company’s 's articles of incorporation and by-laws (the “Constituent Documents”). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s 's net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s 's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”0000 Xxx) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Sub- Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Sub- Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Sub- Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s 's performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s 's investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Company's Amended and Restated Articles of Incorporation and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended ("Code"), and the “Code”Treasury Regulations thereunder ("Regulations"), (2B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and (3) is notified promptly, but in the SubAdviser shall have no obligation to consider the holdings or investments of any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value 's or (ii) 6:00pm Eastern Time, of any and all instances in which its affiliates' assets or accounts other than the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeAllocated Assets.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to to-seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser SubAdviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser SubAdviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or SSGA FM, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the "fair value" of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm's-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Company's Registration Statement relating to the Sub-advisers Adviser, its management of the FundFund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify SSGA FM of any existing agreement, or with sub-advisers upon entering into any agreement, that may result in a change of other funds control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent firm providing performance verification services.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser's proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”) and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics.
(1) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Institutional Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEIM and the Company’s Board of Directors (officers and the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement Registration Statement on Form N-1A N- 1A and any amendments or supplements thereto (the “"Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (hg) below, the Sub-Adviser shall provide SSGA FM GEIM and the Board officers and directors of the Company with such periodic reports and documentation as SSGA FM GEIM or the Board officers and directors of the Company shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, Prospectus and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures policies or directives as the Board may from time to time establish or issue, and (43) applicable law and related regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the Sub-Adviser shall be responsible make every effort to ensure that the Fund: Fund complies with Section 817(h) of the Internal Revenue Code of 1986 (1the "Code") and regulations issued thereunder relating to the diversification requirements for variable annuity, endowment, and life insurance contracts and to ensure that the Fund continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which . GEIM shall promptly notify the Sub-Adviser knows of changes to (1) or should have reason (2) above and shall notify the Sub-Adviser of changes to know that the available price or value (3) above promptly after it becomes aware of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timechanges.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s 's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is may also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Samples: Sub Advisory Agreement (Life of Virginia Series Fund Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”) and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM GEAM or the Company Trust upon SSGA FMGEAM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to GEAM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of GEAM, the Sub-Adviser shall permit GEAM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics.
(l) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s investment objective, policies principal strategies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and regulations. SSGA FM GEAM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above, and shall use its best efforts to notify the Sub-Adviser of changes to (4) above promptly after it becomes aware of such changes. In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is promptly notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FMGEAM, the Sub-Adviser will provide the Board and SSGA FM GEAM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM GEAM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Company's Articles of Incorporation and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and (3) is notified promptly, but in the Sub-Adviser shall have no obligation to consider the holdings or investments of any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which its affiliates’ assets or accounts other than the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeAllocated Assets.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to to-seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or GEAM of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the “fair value” of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm’s-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-advisers Adviser, its management of the FundFund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify GEAM of any existing agreement, or with sub-advisers upon entering into any agreement, that may result in a change of other funds control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent firm providing performance verification services.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser’s proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investmentsthe Allocated Assets. The Sub-Adviser will be responsible for voting proxies Upon the reasonable request of issuers of securities held by SSGA FM, the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Company's Articles of Incorporation and By-Laws, if any, ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as previously provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's other assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the FundAllocated Assets: (1A) continuously qualifies satisfy the asset diversification requirements as a regulated investment company set forth under sub-chapter subchapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's institutional account composite performance of comparable accounts and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers sub-advised accounts of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change; provided, that such notification is permitted by applicable law. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its institutional account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s 's Board of Directors (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s 's articles of incorporation and by-laws (the “"Constituent Documents”"). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s 's net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s 's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”") and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s 's performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s 's investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), and the Constituent DocumentsInvestment Guidelines, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or GEAM as provided to the Board may from time to time establish or issueSub-Adviser in writing (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines are inconsistent with the investment restrictions set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines, subject at all times to the 1940 Act and the Advisers Act. GEAM shall promptly notify the Sub-Adviser in writing of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the investment guidelines, policies, procedures and directives set forth in the Investment Guidelines. In particular, in carrying out its duties as Sub-Adviser, the Sub-Adviser shall be responsible to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended amended, and (the “Code”), (2B) complies with Rule 2a-7 under the diversification requirements of Section 817(h) of 1940 Act (provided, however, that the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which Adviser agrees that the Sub-Adviser knows or should have reason shall not be responsible for non-compliance with those sections of Rule 2a-7 that do not relate to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeSub-Adviser’s responsibilities under this Agreement).
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The other funds or accounts advised by the Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to timeAdviser. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the Sub-Adviser may allocate orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM GEAM or the Company Trust upon SSGA FMGEAM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Trust to be inspected and audited by the Trust, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMGEAM, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance. At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall certify in writing that the performance provided by the Sub-Adviser in the quarterly reports is true, correct and complete to the best of its knowledge. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) The Board has delegated responsibility for valuing the Fund’s portfolio securities to a valuation committee of GEAM, and the Sub-Adviser shall not be responsible for valuing the Fund’s portfolio securities. In accordance with procedures adopted by the BoardSub-Adviser’s procedures, as amended from time to time, the Sub-Adviser is is, however, responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the CompanyTrust’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security (defined as a portfolio security held directly in the Sub-Adviser’s funds or accounts) does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with the Sub-Adviser’s procedures, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-advisers Adviser and its management of the Fund, or with subincluding investment objectives, strategies and related risks, is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of other funds any change of control of the CompanySub-Adviser, concerning transactions including any change of its 25% shareholders or members, as applicable, and any changes in portfolio securities or other portfolio investments the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Fund, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify GEAM of any existing agreement, or upon entering into any agreement, that may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser, provided that such notification would not violate applicable law.
(j) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
(k) The Sub-Adviser shall review the results of stress testing performed by State Street Bank and Trust Company with respect to the Fund’s portfolio (the “Stress Testing Reports”) and shall provide the Stress Testing Reports to GEAM. The Sub-Adviser will promptly notify GEAM if the Sub-Adviser identifies any issues it considers concerning in the Stress Testing Reports. In addition, on a quarterly basis the Sub-Adviser will prepare a brief written summary for GEAM and the Board of that quarter’s Stress Testing Reports.
Appears in 1 contract
Samples: Sub Advisory Agreement (Elfun Government Money Market Fund)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s SubAdviser's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Company's Articles of Incorporation and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act") and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser SubAdviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics.
(l) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM HFAM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM HFAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM HFAM and the Board with such periodic reports and documentation as SSGA FM HFAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or HFAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. HFAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”)) or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from HFAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM HFAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM HFAM or the Company Trust upon SSGA FMHFAM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM HFAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM HFAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, HFAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with HFAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for HFAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by HFAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM HFAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM HFAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or HFAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by HFAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify HFAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify HFAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless HFAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide HFAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (Ge Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Trust's Agreement and Declaration of Trust and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”)") or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s 's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations, as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”) and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to GEAM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of GEAM, the Sub-Adviser shall permit GEAM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics.
(l) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement Registration Statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s articles 's Certificate of incorporation Incorporation and byBy-laws Laws, if any, (the “"Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h2(b)-(k) below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such all investment guidelines, policies, procedures or directives as of the Board may from time Company or GEAM provided to time establish or issuethe Sub-Adviser, (4) the 1940 Act and the rules promulgated thereunder, and (45) other applicable law federal and state laws and related regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the in carrying out its duties as Sub-Adviser, Sub-Adviser shall be responsible shall, to the extent within its control, make every effort to ensure that the Fund: (1) Fund continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended ("Code") and the “Code”regulations promulgated thereunder. GEAM shall promptly notify the Sub-Adviser of changes to (1), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and or (3) is notified promptly, but in any event on the same day above and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the shall consult with Sub-Adviser knows or should have reason before making any changes relating solely to know that the available price or value of a portfolio instrument does not represent Fund's investment objective, policies and restrictions as set forth in the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeRegistration Statement.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.Registration
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and (3) is notified promptly, but in the Sub-Adviser shall have no obligation to consider the holdings or investments of any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which its affiliates’ assets or accounts other than the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeAllocated Assets.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or SSGA FM, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the “fair value” of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm’s-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-advisers Adviser, its management of the FundFund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify SSGA FM of any existing agreement, or with sub-advisers upon entering into any agreement, that may result in a change of other funds control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent firm providing performance verification services.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser’s proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Institutional Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investmentsthe Allocated Assets. The Sub-Adviser will be responsible for voting proxies Upon the reasonable request of issuers of securities held by SSGA FM, the Fund. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as previously provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s other assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the FundAllocated Assets: (1A) continuously qualifies satisfy the asset diversification requirements as a regulated investment company set forth under sub-chapter subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance and make available with respect to the Board Allocated Assets and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser Adviser’s institutional account composite performance of comparable accounts and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to other sub-advised accounts of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change; provided, that such notification is permitted by applicable law. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its institutional account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM HFAM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Sub- Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM HFAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide HFAM and the Board with such periodic reports and documentation as HFAM or the Board shall reasonably request regarding the Sub-Adviser's management of the Fund's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub- Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”"). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Trust's Agreement and Declaration of Trust and By-Laws, if any, ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or HFAM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. HFAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Sub- Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Sub- Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Sub- Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Sub- Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from HFAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM HFAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Sub- Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM HFAM or the Company Trust upon SSGA FM’s HFAM's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM HFAM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM HFAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, HFAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with HFAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for HFAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by HFAM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM HFAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM HFAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or HFAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by HFAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify HFAM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify HFAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless HFAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide HFAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4vi) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investmentsthe Allocated Assets. The Sub-Adviser will be responsible for voting proxies Upon the reasonable request of issuers of securities held by GEAM, the Fund. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. GEAM agrees to give the Company’s articles Sub-Adviser notice if it believes any investments, recommendations or advice to be in violation of incorporation and by-laws (the “Constituent Documents”)foregoing. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as previously provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s other assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets based solely on the books and records of the Sub-Adviser, as if they were the Fund’s only assets, to ensure that the FundAllocated Assets: (1A) continuously qualifies satisfy the asset diversification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance and make available with respect to the Board Allocated Assets and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser Adviser’s institutional account composite performance of comparable accounts and will complete on a quarterly basis the checklist provided to it by SSGA FM GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and GEAM any economic, statistical and investment services normally available to other sub-advised accounts of the Sub-Adviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is notified on the next business day of any and all instances in which the Sub-Adviser knows that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change; provided, that such notification is permitted by applicable law. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its institutional account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM HCMFA and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM HCMFA from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM HCMFA and the Board with such periodic reports and documentation as SSGA FM HCMFA or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or HCMFA as the Board may from time provided to time establish or issue, and (4) applicable law and regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “CodeInvestment Guidelines”), (2iv) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) and the provisions of the 1934 Actrules promulgated thereunder, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.and
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and (3) is notified promptly, but in the SubAdviser shall have no obligation to consider the holdings or investments of any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which its affiliates’ assets or accounts other than the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeAllocated Assets.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to to-seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser SubAdviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser SubAdviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or SSGA FM, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the “fair value” of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm’s-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-advisers Adviser, its management of the FundFund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify SSGA FM of any existing agreement, or with sub-advisers upon entering into any agreement, that may result in a change of other funds control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent firm providing performance verification services.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser’s proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Trust's Agreement and Declaration of Trust and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended ("Code"), and the “Code”Treasury Regulations thereunder ("Regulations"), (2B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s 's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Trust's Agreement and Declaration of Trust and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended ("Code"), and the “Code”Treasury Regulations thereunder ("Regulations"), (2B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued]. For purposes of determining whether the Allocated Assets satisfy the requirements set forth in the preceding sentence, the Allocated Assets will be deemed not to be a member of any controlled group or otherwise to have any affiliates, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows shall have no obligation to consider the holdings or should have reason to know that the available price or value investments of a portfolio instrument does not represent the fair value any of the instrument, Fund's or that there is no price its affiliates' assets or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by accounts other than the Board, as amended from time to timeAllocated Assets.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will will, to the extent practicable, be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s 's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as relating to the Allocated Assets, information regarding the Sub-Adviser required to be included in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall promptly notify the Fund and/or SSGA FM, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the market quoted price or value of a portfolio security does not represent the "fair value" of the instrument (i.e., the price at which that instrument could be acquired or sold in an arm's-length transaction between unrelated parties in which each party acts knowledgeably, prudently and without compulsion) or that there is no market price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-advisers Adviser, its management of the FundFund with respect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify SSGA FM of any existing agreement, or with sub-advisers upon entering into any agreement, that may result in a change of other funds control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent firm providing performance verification services.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in accordance with the Sub-Adviser's proxy voting policies and procedures (as they may be amended from time to time), vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Trust's Agreement and Declaration of Trust and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act") and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s 's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics.
(1) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”)) or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Institutional Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Trust's Agreement and Declaration of Trust and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s 's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEIM and the Company’s Board of Directors (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEIM on a macro level from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristicscharacteristics such as the average weighted maturity of the Fund's portfolio, duration of the Fund's portfolio and the quality of Fund investments. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s Trust's current registration statement Registration Statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s articles Trust's Declaration of incorporation Trust and byBy-laws Laws (the “"Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (hg) below, the Sub-Adviser shall provide SSGA FM GEIM and the Board with such periodic reports and documentation as SSGA FM GEIM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and related regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the in carrying out its duties as Sub-Advisor, Sub-Adviser shall be responsible make every effort to ensure that the Fund: (1) Fund continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"). GEIM shall promptly notify the Sub-Adviser of changes to (1), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and or (3) is notified promptly, but in any event on the same day above and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which shall notify the Sub-Adviser knows or should have reason of changes to know that the available price or value (4) above promptly after it becomes aware of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timechanges.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s Trust's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended 1934 (the “"1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, ; the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEIM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form will maintain all books and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund, and will furnish the Board and GEIM with such periodic and special reports as the Board or GEIM reasonably may request. In compliance with the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 31a-3 under the 1940 Act. The , the Sub-Adviser hereby agrees that all books and records which it maintains for the Fund or the Company are the property of the Company Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating promptly to the same as Trust any records which it maintains for the Board or SSGA FM reasonably may requestTrust upon request by the Trust.
(f) At such times as shall reasonably be requested by the Board or SSGA FMGEIM, the Sub-Adviser will provide the Board and SSGA FM GEIM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s 's performance and make available to the Board and SSGA FM GEIM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s Trust's accounting services agent or SSGA FM GEIM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Samples: Sub Advisory Agreement (Ge Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEIM and the Company’s Board of Directors Trustees of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEIM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement Registration Statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s articles 's Declaration of incorporation Trust and byBy-laws Laws, if any, (the “"Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (hk) below, the Sub-Adviser shall provide SSGA FM GEIM and the Board with such periodic reports and documentation as SSGA FM GEIM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such all investment guidelines, policies, procedures or directives as of the Board may from time Company or GEIM provided to time establish or issuethe Sub-Adviser, (4) the 1940 Act and the rules promulgated thereunder, and (45) other applicable law federal and state laws and related regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the in carrying out its duties as Sub-Adviser, Sub-Adviser shall be responsible shall, to the extent within its control, make every effort to ensure that the Fund: (1) Fund continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended ("Code") and the “Code”regulations promulgated thereunder. GEIM shall promptly notify the Sub-Adviser of changes to (1), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and or (3) is notified promptly, but in any event on the same day above and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the shall consult with Sub-Adviser knows or should have reason before making any changes relating solely to know that the available price or value of a portfolio instrument does not represent Fund's investment objective, policies and restrictions as set forth in the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timeRegistration Statement.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations operations, including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEIM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form will maintain all books and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of paragraphs (b)(2)(ii)the Fund, (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under will furnish the 1940 ActBoard and GEIM with such periodic and special reports as the Board or GEIM reasonably may request. The Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEIM or their respective agents at all reasonable times during normal business hours upon reasonable notice. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Sub-Adviser hereby agrees that all books and records which it maintains for the Fund or the Company are the property of the Company, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Company and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the same to SSGA FM or Company any records which it maintains for the Company upon SSGA FM’s or request by the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEIM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEIM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by GEIM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEIM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s 's accounting services agent or SSGA FM GEIM to obtain independent sources of market value for all other portfolio securities.
(h) At such times as shall be reasonably requested by GEIM, the Sub-Adviser shall not consult with other subreview and certify in writing that the information stated in the Company's Registration Statement relating to the Sub-advisers Adviser, its management of the Fund, or with subincluding investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEIM of other funds any change of control of the CompanySub-Adviser, concerning transactions including any change of its general partners or 25% shareholders or members, as applicable, and any changes in portfolio securities or other portfolio investments the key personnel of the Sub-Adviser, including without limitation portfolio management personnel responsible for the Fund's assets, in each case prior to or promptly after such change. Notwithstanding the foregoing, the Sub-Adviser will promptly notify GEIM of any existing agreement, or upon entering into any agreement, that may result in a change of control of the Sub-Adviser, including without limitation the retention of an agent to assist in the sale of all, or a significant portion, of the business of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Performance Presentation Standards of the Association for Investment Management Research and such performance will be reviewed at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to GEIM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of GEIM, the Sub-Adviser shall permit GEIM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics.
Appears in 1 contract
Samples: Sub Advisory Agreement (Ge Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEIM and the Company’s Board of Directors the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEIM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement Registration Statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s articles 's Declaration of incorporation Trust and byBy-laws Laws, if any, (the “"Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (hg) below, the Sub-Adviser shall provide SSGA FM GEIM and the Board with such periodic reports and documentation as SSGA FM GEIM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, (4) the License Agreement by and between Standard & Poor's and GEIM dated April 30, 1997 (the "License Agreement"), and (45) applicable law and related regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the in carrying out its duties as Sub-Adviser, Sub-Adviser shall be responsible make every effort to ensure that the Fund: (1) Fund continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"). GEIM shall promptly notify the Sub-Adviser of changes to (1), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued), and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii4) 6:00pm Eastern Time, of any above and all instances in which shall notify the Sub-Adviser knows or should have reason of changes to know that the available price or value (5) above promptly after it becomes aware of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timechanges.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s 's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEIM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form will maintain all books and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund, and will furnish the Board and GEIM with such periodic and special reports as the Board or GEIM reasonably may request. In compliance with the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 3la-3 under the 1940 Act. The , the Sub-Adviser hereby agrees that all books and records which it maintains for the Fund or the Company are the property of the Company, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Company and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the same to SSGA FM or Company any records which it maintains for the Company upon SSGA FM’s or request by the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FMGEIM, the Sub-Adviser will provide the Board and SSGA FM GEIM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s 's performance and make available to the Board and SSGA FM GEIM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s 's accounting services agent or SSGA FM GEIM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM HFAM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM HFAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM HFAM and the Board with such periodic reports and documentation as SSGA FM HFAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or HFAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. HFAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from HFAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM HFAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM HFAM or the Company Trust upon SSGA FMHFAM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM HFAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM HFAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, HFAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with HFAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for HFAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by HFAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM HFAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM HFAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or HFAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by HFAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify HFAM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify HFAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless HFAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide HFAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (Ge Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations, as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 th1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Sub- Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Institutional Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Company's Amended and Restated Articles of Incorporation and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986Allocated Assets, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of if they were the Fund, and in particular, to place all orders for would: (A) satisfy the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and asset diversification requirements set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”851(b), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”)) or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s 's current registration statement Registration Statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s articles 's Declaration of incorporation Trust and byBy-laws Laws (the “"Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (hg) below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, (4) the License Agreement by and between Standard & Poor's and GEAM dated April 30, 1997 (the "License Agreement"), and (45) applicable law and related regulations. SSGA FM In particular, the Sub-Adviser shall make every effort to ensure that the Fund complies with Section 817(h) of the Internal Revenue Code of 1986 (the "Code") and regulations issued thereunder to the diversification requirements for variable annuity, endowment, and life insurance contracts and to ensure that the Fund continuously qualifies as a regulated investment company under sub-chapter M of the Code. GEAM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, or (4) above and shall notify the Sub-Adviser shall be responsible of changes to ensure that the Fund: (15) continuously qualifies as a regulated investment company under sub-chapter M above promptly after it becomes aware of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timechanges.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s 's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “"Advisers Act”"), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form will maintain all books and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund, and will furnish the Board and GEAM with such periodic and special reports as the Board or GEAM reasonably may request. In compliance with the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 3la-3 under the 1940 Act. The , the Sub-Adviser hereby agrees that all books and records which it maintains for the Fund or the Company are the property of the Company, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Company and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the same to SSGA FM or Company any records which it maintains for the Company upon SSGA FM’s or request by the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FMGEAM, the Sub-Adviser will provide the Board and SSGA FM GEAM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s 's performance and make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s 's accounting services agent or SSGA FM GEIM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s 's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s Trust's current registration statement Registration Statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”") and the Company’s articles Trust's Declaration of incorporation Trust and byBy-laws Laws, if any, (the “"Constituent Documents”"). In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (hg) below, the Sub-Sub- Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's assets and compliance with the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Constituent Documents, each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law the License Agreement by and regulations. SSGA FM shall promptly notify between Standard & Poor's and GEAM dated April 30, 1997 (the Sub-Adviser of changes to (1"License Agreement"), (2)5) the 1940 Act and the rules promulgated thereunder, and (35) aboveother applicable federal and state laws and related regulations. In particular, the in carrying out its duties as Sub-Adviser, Sub-Adviser shall be responsible make every effort to ensure that the Fund: (1) Fund continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"). GEAM shall provide the Sub-Adviser with copies of the documents referred to in (1), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued), and (3) is notified promptly, but in any event on the same day and prior to the earlier of (14) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any above and all instances in which shall promptly notify the Sub-Adviser knows of changes to (1), (2), (3) or should have reason (4) above and shall notify the Sub-Adviser of changes to know that the available price or value (5) above promptly after it becomes aware of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timechanges.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To , and to that end, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s Trust's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”"), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers research and dealers, (2) research, custody statistical information and wire and other quotation services provided by brokers and dealers which to the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealersAdviser. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.Registration
Appears in 1 contract
Samples: Sub Advisory Agreement (Ge Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to timethereunder.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from GEAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM GEAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM GEAM or the Company upon SSGA FMGEAM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM GEAM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM GEAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, GEAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with GEAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for GEAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by GEAM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM GEAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM GEAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or GEAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by GEAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify GEAM of any change of control of the Sub-Adviser, including any change of its 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify GEAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless GEAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide GEAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM GEAM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM GEAM and the Board with such periodic reports and documentation as SSGA FM GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Amended and Restated Articles of Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or GEAM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets is inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. GEAM shall promptly notify the Sub-Adviser of changes to (1i), (2), ii) or (iii) above and (3) above. In particular, the shall consult with Sub-Adviser shall be responsible before making any changes relating solely to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Timeinvestment objective, of any policies and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, restrictions as amended from time to time.
(c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account.
(d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request.
(f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub-Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund’s performance and make available to the Board policies, procedures and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of directives set forth in the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.
(h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund.Investment
Appears in 1 contract
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (the “Registration Statement”) , the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s assets and 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company's current registration statement on Form N-1A and any amendments or supplements thereto ("Registration Statement"), and the Company's Amended and Restated Articles of Incorporation and By-Laws, if any ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets are inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian 's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”)") or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s 's or the Company’s 's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s 's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Institutional Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors of the Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-AdviserSubAdviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Company’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Company’s Articles of Incorporation and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Company or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”) and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund’s only assets, to ensure that the Fund: (1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by itSub-Adviser. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser’s fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser SubAdviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM’s or the Company’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Company, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Company’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is and will continue to be true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president of the Sub-Adviser shall certify to SSGA FM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of SSGA FM, the Sub-Adviser shall permit SSGA FM, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics.
(l) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM and the Company’s Board of Directors Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the FundFund with respect to the Sub-Adviser’s assetsAllocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Company’s current registration statement on Form N-1A Registration Statement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and any amendments or supplements thereto (the “Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”)applicable law. In this connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) this Section 2 as provided below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and Allocated Assets, compliance with applicable laws and rules and the Registration Statement, applicable law and regulations, Statement and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or SSGA FM as provided to the Board may from time to time establish or issueSub-Adviser (“Investment Guidelines”), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. To the extent that the Investment Guidelines applicable to the Sub-Adviser’s Allocated Assets are inconsistent with the investment restrictions applicable to the Fund’s total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. SSGA FM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund’s investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund itself, to ensure that the Allocated Assets, if they were the Fund, would: (1A) continuously qualifies as a regulated investment company satisfy the asset diversification requirements set forth under Section 851(b)(3) of sub-chapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder (2“Regulations”), (B) complies satisfy the gross income qualification requirements as set forth under Section 851(b)(2) of the Code and Regulations, and (C) comply with the diversification requirements of Section 817(h) of the Code and regulations thereunder Regulations, as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.. Information Classification: Limited Access 2
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund’s Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the CompanyTrust’s custodian custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) ), and applicable guidance of the Securities and Exchange Commission (the “SEC”), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser’s procedures approved by the Board.
(d) Subject Only with prior written consent from SSGA FM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s fees for services under this Agreement.. Information Classification: Limited Access 3
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM or the Company Trust upon SSGA FM’s or the CompanyTrust’s request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund’s investments and records relating to the same as the Board or SSGA FM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, SSGA FM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for SSGA FM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s performance with respect to the Allocated Assets and the Sub-Adviser’s private account composite performance and will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the CompanyTrust’s accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities.. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or SSGA FM is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (2) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. Information Classification: Limited Access 4
(h) At such times as shall be reasonably requested by SSGA FM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust’s Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify SSGA FM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub-Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify SSGA FM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed at least annually by an independent accounting firm.
(k) Unless SSGA FM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of shareholders as may be necessary or advisable in connection with any matters submitted to a vote of shareholders and shall provide SSGA FM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
Samples: Sub Advisory Agreement (State Street Institutional Funds)
Duties as Sub-Adviser. (a) Subject to the oversight and supervision of SSGA FM HFAM and the Company’s Board of Directors Trustees of the Trust (the “"Board”"), the Sub-Sub- Adviser will provide a continuous investment program for the Fund’s assetsFund with respect to the Sub-Adviser's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the FundFund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the FundAllocated Assets. The Sub-Adviser will consult with SSGA FM HFAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company’s Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide HFAM and the Board with such periodic reports and documentation as HFAM or the Board shall reasonably request regarding the Sub-Adviser's management of the Fund's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub- Adviser acknowledges that copies of the Trust's current registration statement on Form N-1A and any amendments or supplements thereto (the “"Registration Statement”) and the Company’s articles of incorporation and by-laws (the “Constituent Documents”"). In connection therewith and in connection with the further duties set forth in paragraphs 2(b) - (h) below, the Sub-Adviser shall provide SSGA FM and the Board with such periodic reports and documentation as SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s assets and compliance with the Registration Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the current Registration Statement, and the Trust's Agreement and Declaration of Trust and By-Laws, if any, ("Constituent Documents"), each as currently in effect, have been delivered to the Sub-Adviser.
(b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1i) the Fund’s 's investment objective, policies and restrictions as set forth in the Registration Statement, (2ii) the Constituent Documents, (3iii) such all investment guidelines, policies, procedures or directives of the Trust or HFAM as provided to the Board may from time to time establish or issueSub-Adviser ("Investment Guidelines"), (iv) the 1940 Act and the rules promulgated thereunder, (v) the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules promulgated thereunder, and (4vi) other applicable law federal and state laws and related regulations. SSGA FM To the extent that the Investment Guidelines applicable to the Sub-Adviser's Allocated Assets is inconsistent with the investment restrictions applicable to the Fund's total assets as set forth in the Registration Statement, the Sub-Adviser shall comply with the policies, procedures and directives as set forth in the Investment Guidelines. HFAM shall promptly notify the Sub-Adviser of changes to (1i), (2)ii) or (iii) above and shall consult with Sub-Adviser before making any changes relating solely to the Fund's investment objective, policies and (3) aboverestrictions as set forth in the Registration Statement, as well as to the policies, procedures and directives set forth in the Investment Guidelines. In particular, the Sub-Sub- Adviser shall be responsible take all actions necessary with respect to the Allocated Assets, as if they were the Fund's only assets, to ensure that the Fund: :
(1A) continuously qualifies satisfies the asset diversification and gross income qualification requirements as a regulated investment company set forth under sub-chapter M of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (2B) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder [as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund’s net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time].
(c) The Sub-Adviser shall take all actions that which it considers necessary to implement the investment objective objectives and principal strategies policies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund Fund's Allocated Assets with brokers or dealers selected by it. To For that endlimited purpose, the Sub-Adviser is authorized as the agent of the Company Trust to give instructions to the Company’s custodian Trust's custodian(s) as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration StatementBoard. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), and applicable guidance of the Securities and Exchange Commission (the “"SEC”)") or the staff thereof, the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1i) the execution capabilities of such brokers and dealers, (2ii) research, custody brokerage and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3iii) the size of the transaction, (4iv) the difficulty of execution, (5v) the operational facilities of such brokers and dealers, (6vi) the risk to such a broker or dealer of positioning a block of securities, and (7vii) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is 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 Sub-Adviser’s 's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Sub- Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each accountaccount and otherwise in accordance with the Sub-Adviser's procedures approved by the Board.
(d) Subject Only with prior written consent from HFAM and subject to: (1i) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2ii) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (3iii) the provisions of the 1934 Act, and (4iv) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub-Adviser or of SSGA FM HFAM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Sub- Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company Trust for such services in addition to the Sub-Adviser’s 's fees for services under this Agreement.
(e) The Sub-Adviser agrees to shall maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s 's investments that are required to be maintained by the Company Trust pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company Trust are the property of the Company Trust and further agrees to surrender the same to SSGA FM HFAM or the Company Trust upon SSGA FM’s HFAM's or the Company’s Trust's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM HFAM with such periodic and special reports regarding the Fund’s 's investments and records relating to the same as the Board or SSGA FM HFAM reasonably may request. Further, the Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and audited by the Trust, HFAM or their respective agents at all reasonable times during normal business hours upon reasonable notice.
(f) At such times as shall reasonably be requested by the Board or SSGA FMrequested, the Sub-Adviser will provide to the Board and SSGA FM with HFAM economic and investment analyses and reports as well as reports, information required in the Registration Statement and information necessary for HFAM and the Board to review the Fund or discuss the management of it. The Sub-Adviser will provide quarterly reports setting forth the Fund’s 's performance with respect to the Allocated Assets and the Sub-Adviser's private account composite performance and will complete on a quarterly basis the checklist provided to it by HFAM regarding the Fund's investments and transactions. The Sub-Adviser shall make available to the Board and SSGA FM HFAM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund’s investments and transactionsAdviser. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund’s 's investments.
(g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities held within the Allocated Assets and will assist the Company’s Trust's accounting services agent or SSGA FM HFAM to obtain independent sources of market value for all other portfolio securities. Further, the Sub-Adviser shall be responsible to ensure that the Fund and/or HFAM is promptly notified of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio security does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time.
(h) At such times as shall be reasonably requested by HFAM, the Sub-Adviser shall not consult review and certify in writing that the information stated in the Trust's Registration Statement relating to the Sub-Adviser, its management of the Fund with other subrespect to the Allocated Assets, including investment objectives, strategies and related risks, and its performance history is true, correct and complete to the best of its knowledge.
(i) The Sub-advisers Adviser will promptly notify HFAM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or members, as applicable, and any changes in the key personnel of the Sub- Adviser, including without limitation, any change in the portfolio management personnel responsible for the Allocated Assets of the Fund, in each case prior to or with subpromptly after such change. Notwithstanding the foregoing, the Sub-advisers Adviser will promptly notify HFAM of other funds any existing agreement, or upon entering into any agreement, that may result in a change of control of the CompanySub-Adviser, concerning transactions including without limitation the retention of an agent to assist in portfolio securities the sale of all, or other portfolio investments a significant portion, of the Fundbusiness of the Sub-Adviser.
(j) The Sub-Adviser will calculate its private account composite performance in compliance with the Global Investment Performance Standards of the CFA Institute Centre for Financial Market Integrity and such performance will be reviewed or verified at least annually by an independent accounting firm.
(k) Unless HFAM gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in a prudent and diligent manner, vote proxies in the best interests of the Fund as may be necessary or advisable in connection with any matters submitted to a vote of the shareholders of an issuer held by the Fund and shall provide HFAM with its proxy voting procedures and guidelines and any amendments thereto.
Appears in 1 contract
